Consensus One Venture Capital Limited Partnership Deed


9. TRANSFERS AND RETIREMENT

9.1 Disposal of the Partnership Interest of a Limited Partner 
9.2 [Pre-emptive rights on Transfers by Limited Partners] 
9.3 Transfer to another Limited Partner 
9.4 Substituted Limited Partner 
9.5 Change of trustee or custodian 
9.6 Transfer to an Affiliate 
9.7 Voluntary retirement of the General Partner 
9.8 Obligatory retirement of the General Partner 
9.9 Interim, successor and liquidating General Partners 
9.10 Death of a Limited Partner 
9.11 Other Transmission Event in respect of a Limited Partner 
9.12 [Drag along rights of Limited Partners] 
9.13 Amendment of the Register and the effect of Deeds of Accession

9.1 Disposal of the Partnership Interest of a Limited Partner

(a) A Limited Partner must ensure that there is no Disposal in respect of all or any part of its Partnership Interest, other than:

(i) by order of a court of competent jurisdiction;

(ii) by operation of law;

(iii) in accordance with clause 4.3 (Consequences of default);

(iv) [in accordance with clause 9.2 (Pre-emptive rights on Transfers by Limited Partners);]

(v) to another Limited Partner in accordance with clause 9.3 (Transfer to another Limited Partner):

(vi) to a person other than a Limited Partner in accordance with clause 9.4 (Substituted Limited Partner);

(vii) to a person as trustee, custodian, sub-custodian or nominee of any Fund for which the Partnership Interest is already held by the Limited Partner, in accordance with clause 9.5 (Change of trustee or custodian);

(viii) to an Affiliate of the Limited Partner in accordance with clause 9.6 (Transfer to an Affiliate);

(ix) in accordance with clause 9.10 (Death of a Limited Partner);

(x) on the occurrence of a Transmission Event in respect of the Limited Partner (other than the death of the Limited Partner) in accordance with clause 9.11 (Other Transmission Event in respect of a Limited Partner);[ or]

(xi) [in accordance with clause 9.12 (Drag along rights of Limited Partners); or]

(xii) a change in a beneficial interest in a Fund for which the Partnership Interest is held.

(b) A Disposal in respect of all or any of the Partnership Interest of a Limited Partner does not require the consent of any other Limited Partner except as provided in clause 9.3(a)[(i)][(ii)] or 9.4(a)[(i)][(ii)].

(c) No Disposal by a Limited Partner of all or any part of its Partnership Interest in breach of this deed is valid or effective.

9.2 [Pre-emptive rights on Transfers by Limited Partners]

If pre-emptive rights are to apply to a sale of the Partnership Interest of a Limited Partner, example 2 in attachment F may be adopted in this clause 9.2. If pre-emptive rights are not to apply, this clause 9.2 should be deleted.

The pre-emptive rights provisions in example 2 in attachment F, provide an overriding discretion of the General Partner to limit the participation of other persons (including Limited Partners) in the purchase of any of the Partnership Interest of a Limited Partner if the General Partner considers that the participation may put the Partnership or Limited Partners at risk as provided in example 2.

9.3 Transfer to another Limited Partner

(a) A Limited Partner may Transfer its Partnership Interest to another Limited Partner (Other Limited Partner) if:

If pre-emptive rights are to apply to a sale of the Partnership Interest of a Limited Partner, sub-paragraph (i) and the wording in brackets in sub-paragraph (ii) should be deleted.

(i) [(notice) the General Partner has given notice, at least [20] Business Days before the Transfer by the Limited Partner, to each other Limited Partner that the Limited Partner wishes to Transfer its Partnership Interest;]

(ii) (approval) the Transfer is approved in the absolute discretion of the General Partner[ and by [Special Majority Resolution][Limited Partners with at least [90]% of the total of the Capital Commitments of the Limited Partners]];

(iii) (laws) the General Partner is satisfied in its absolute discretion that the Transfer would not breach an applicable law;

(iv) (Transfer) the Transfer is effected by way of a Transfer of all of the Partnership Interest of the Limited Partner to the Other Limited Partner;

(v) (information and documents) the Limited Partner and the Other Limited Partner have each provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the Other Limited Partner, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the Other Limited Partner as a Limited Partner with a limit of liability equal to the total of the Capital Commitments of the Limited Partner and the Other Limited Partner;

(vi) (Defaulting Limited Partner) the Limited Partner is not a Defaulting Limited Partner and the Other Limited Partner is not a Defaulting Limited Partner;

(vii) (payment of expenses) the Limited Partner or the Other Limited Partner has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer of all of the Partnership Interest of the Limited Partner to the Other Limited Partner; and

(viii) (Deed of Accession) the Limited Partner and the Other Limited Partner execute a Deed of Accession which is delivered to the General Partner, and the General Partner notifies the Limited Partner and the Other Limited Partner that the General Partner accepts the Deed of Accession.

(b) On satisfaction of the conditions in paragraph (a) in respect of the Limited Partner which is Transferring its Partnership Interest to the Other Limited Partner, the General Partner must use all reasonable endeavours to procure amendment of the Register to:

(i) remove the Limited Partner as a Limited Partner; and

(ii) record the Other Limited Partner with a limit of liability equal to the total of the Capital Commitment of the Limited Partner and the Capital Commitment of the Other Limited Partner.

9.4 Substituted Limited Partner

(a) A person may be substituted as a Limited Partner by another person who is not a Limited Partner if:

If pre-emptive rights are to apply to a sale of the Partnership Interest of a Limited Partner, sub-paragraph (i) and the wording in brackets in sub-paragraph (ii) should be deleted.

(i) [(notice) the General Partner has given notice, at least [20] Business Days before the Transfer by the Limited Partner, to each other Limited Partner that the Limited Partner wishes to Transfer its Partnership Interest;]

(ii) (approval) the substitution is approved in the absolute discretion of the General Partner[ and by [Special Majority Resolution][Limited Partners with at least [90]% of the total of the Capital Commitments of the Limited Partners]];

(iii) (laws) the General Partner is satisfied in its absolute discretion that the substitution would not breach an applicable law;

(iv) (Transfer) the substitution is effected by way of a Transfer of all of the Partnership Interest of the Limited Partner to the other person;

(v) (information and documents) the Limited Partner and the other person have each provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the other person, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the other person as a Limited Partner with a limit of liability equal to the Capital Commitment of the Limited Partner;

(vi) (Defaulting Limited Partner) the Limited Partner is not a Defaulting Limited Partner;

(vii) (payment of expenses) the Limited Partner or the other person has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer of all of the Partnership Interest of the Limited Partner to the other person; and

(viii) (Deed of Accession) the Limited Partner and the other person execute a Deed of Accession which is delivered to the General Partner, and the General Partner notifies the Limited Partner and the other person that the General Partner accepts the Deed of Accession.

(b) On satisfaction of the conditions in paragraph (a) in respect of the Limited Partner which is Transferring its Partnership Interest to the Substituted Limited Partner, the General Partner must use all reasonable endeavours to procure amendment of the Register to:

(i) remove the Limited Partner as a Limited Partner; and

(ii) record the Substituted Limited Partner with a limit of liability equal to the total of the Capital Commitment of the Limited Partner.

9.5 Change of trustee or custodian

(a) A Limited Partner may Transfer its Partnership Interest to a person as trustee, custodian, sub-custodian or nominee of any Fund for which the Partnership Interest is held by the Limited Partner (Successor Trustee) if:

(i) (sufficient resources) the General Partner is satisfied that the Successor Trustee has sufficient resources and ability to perform the obligations of the Successor Trustee as a Limited Partner under this deed;

(ii) (laws) the General Partner is satisfied in its absolute discretion that the Transfer would not breach an applicable law;

(iii) (Transfer) the Transfer is of all of the Partnership Interest of the Limited Partner to the Successor Trustee;

(iv) (information and documents) the Limited Partner and the Successor Trustee have each provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the Successor Trustee, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the Successor Trustee as a Limited Partner with a limit of liability equal to the total of the Capital Commitments of the Successor Trustee (if any) and the Limited Partner;

(v) (Defaulting Limited Partner) the Limited Partner is not a Defaulting Limited Partner and the Successor Trustee is not a Defaulting Limited Partner;

(vi) (payment of expenses) the Limited Partner or the Successor Trustee has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer; and

(vii) (Deed of Accession) the Limited Partner and the Successor Trustee execute a Deed of Accession which is delivered to the General Partner, and the General Partner notifies the Limited Partner and the Successor Trustee that the General Partner accepts the Deed of Accession.

(b) On satisfaction of the conditions in paragraph (a) in respect of the Limited Partner which is Transferring its Partnership Interest to the Successor Trustee, the General Partner must use all reasonable endeavours to procure amendment of the Register:

(i) to remove the Limited Partner as a Limited Partner;

(ii) if the Successor Trustee is a Limited Partner, to record the Successor Trustee with a limit of liability equal to the total of the Capital Commitment of the Limited Partner and the Capital Commitment of the Successor Trustee; and

(iii) if the Successor Trustee is not a Limited Partner, to record the Successor Trustee with a limit of liability equal to the total of the Capital Commitment of the Limited Partner.

9.6 Transfer to an Affiliate

(a) A Limited Partner may Transfer its Partnership Interest to an Affiliate of the Limited Partner if:

(i) (sufficient resources) the General Partner is satisfied that the Affiliate has sufficient resources and ability to perform the obligations of the Affiliate as a Limited Partner under this deed;

(ii) (laws) the General Partner is satisfied in its absolute discretion that the Transfer would not breach an applicable law;

(iii) (Transfer) the Transfer is of all of the Partnership Interest of the Limited Partner to the Affiliate;

(iv) (information and documents) the Limited Partner and the Affiliate have each provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer of all of the Partnership Interest of the Limited Partner to the Affiliate, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the Affiliate as a Limited Partner with a limit of liability equal to the total of the Capital Commitments of the Affiliate (if any) and the Limited Partner;

(v) (Defaulting Limited Partner) the Limited Partner is not a Defaulting Limited Partner and the Affiliate is not a Defaulting Limited Partner;

(vi) (payment of expenses) the Limited Partner or the Affiliate has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer; and

(vii) (Deed of Accession) the Limited Partner and the Affiliate execute a Deed of Accession which is delivered to the General Partner, and the General Partner notifies the Limited Partner and the Affiliate that the General Partner accepts the Deed of Accession.

(b) On satisfaction of the conditions in paragraph (a) in respect of the Limited Partner which is Transferring its Partnership Interest to an Affiliate under paragraph (a), the General Partner must use all reasonable endeavours to procure amendment of the Register:

(i) to remove the Limited Partner as a Limited Partner;

(ii) if the Affiliate is a Limited Partner, to record the Affiliate with a limit of liability equal to the total of the Capital Commitment of the Limited Partner and the Capital Commitment of the Affiliate; and

(iii) if the Affiliate is not a Limited Partner, to record the Affiliate with a limit of liability equal to the total of the Capital Commitment of the Limited Partner.

9.7 Voluntary retirement of the General Partner

(a) Subject to clauses 8.2 (No limitation of the General Partner), 9.8 (Obligatory retirement of the General Partner) and 9.9 (Interim, successor and liquidating General Partners), the General Partner may not retire from the Partnership, other than by operation of law, unless:

(i) (replacement) the General Partner selects a person or partnership to replace the General Partner as the General Partner;

(ii) (sufficient resources) the General Partner is satisfied that the person or partnership has sufficient resources and ability to perform the obligations of the General Partner under this deed;

(iii) (consent) the person or partnership consents in writing to assuming the rights and obligations of the General Partner under this deed and the Partnership, including by execution of a Deed of Accession;

(iv) (Deed of Accession) the person or partnership delivers the Deed of Accession executed by it to the General Partner, and the General Partner notifies the person or partnership that the General Partner accepts the Deed of Accession;

(v) (laws) the replacement does not breach an applicable law;

(vi) (notice to Limited Partners) the General Partner has given notice to each Limited Partner of the proposed retirement of the General Partner and details of the person or partnership;

(vii) (approval) the person or partnership is:

A. an Affiliate of the General Partner;

B. approved by Special Majority Resolution;

C. approved by Majority Resolution as follows:

I. the person or partnership is one of at least [insert number] persons or partnerships;

II. the conditions in sub-paragraphs (ii) and (v) are satisfied in respect of each of those persons or partnerships;

III. details of each of those persons or partnerships have been provided in a notice from the General Partner to the Limited Partners;

IV. the General Partner has sought approval, by Special Majority Resolution, of one of those persons or partnerships to replace the General Partner as the General Partner;

V. that Special Majority Resolution has not been passed within 2 months after it has been sought by the General Partner;

VI. after the end of those 2 months, the General Partner has sought approval, by Majority Resolution, of one of those persons or partnerships to replace the General Partner as the General Partner; and

VII. that Majority Resolution has been passed within 2 months after it has been sought by the General Partner; or

D. selected by the General Partner in its absolute discretion from one of the persons or partnerships referred to in sub-paragraph (C)(I) after 2 months after the conditions in paragraphs (C)(II) to (VI) have been satisfied and the conditions in paragraph (C)(VII) has not been satisfied;

(viii) (execute documents) the General Partner has executed any documents, and the person or partnership has provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the replacement, including to procure amendment of the Register to remove the General Partner as a General Partner and to record the person or partnership as the General Partner; and

(ix) (payment of expenses) the General Partner or the person or partnership has paid all reasonable Outgoings of the Partnership in connection with the replacement.

(b) On satisfaction of the conditions in paragraph (a) in respect of the General Partner which is being replaced as the General Partner by another person or partnership:

(i) the General Partner must use all reasonable endeavours to procure amendment of the Register to:

A. remove the General Partner as the General Partner; and

B. admit the person or partnership as the General Partner; and

(ii) if the Firm-Name contains the name, or in any way relates to the name, of the General Partner or any of its Affiliates, each Partner must promptly on request by the General Partner who is replaced, and the General Partner who is replaced may, do all things that the General Partner reasonably considers to be necessary or desirable to change the Firm-Name to a name not containing, or in any way relating to, the name of the General Partner or any of its Affiliates.

(c) If the General Partner is replaced as the General Partner by a person or partnership in accordance with paragraph (b):

(i) the General Partner who is replaced must do all things necessary to effect the transfer to or within the control of the person or partnership of any Investments held by or within the control of the General Partner;

(ii) the Partnership must on the date of the replacement pay to the General Partner who is replaced, the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the replacement is less than the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of the replacement; and

(iii) the General Partner who is replaced must on the date of the replacement repay to the Partnership the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the replacement exceeds the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of the replacement.

(d) No retirement of the General Partner in breach of this deed is valid or effective.

9.8 Obligatory retirement of the General Partner

(a) Subject to paragraph (b), the General Partner must retire if:

(i) the General Partner, other than a limited partner of the General Partner, ceases to carry on business;

(ii) an Insolvency Event occurs in respect of the General Partner other than a limited partner of the General Partner; 

(iii) under or as a result of the Partnership Act or any other applicable law of Australia:

A. the General Partner is prohibited from being a general partner of the Partnership;

B. the General Partner is prohibited from taking part in the management of the business of the Partnership; or

C. the Partnership will suffer a material penalty under an applicable law as a result of the General Partner continuing to be the General Partner;

(iv) the Limited Partners pass a Special Majority Resolution at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings) that the General Partner must retire on the date specified in the resolution; or

(v) the Limited Partners pass a Special Majority Resolution at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings) that:

A. in the opinion of the Limited Partners passing the Special Majority Resolution, the General Partner is in breach of a material obligation of the General Partner under this deed; and

B. if the breach remains unremedied as at the end of 3 months after the later of the date of the passing of the Special Majority Resolution and the date specified in the Special Majority Resolution, the General Partner must retire on the specified date,

and there is such a material breach and it remains unremedied as at the end of those 3 months.

(b) The General Partner is not required to retire under sub-paragraph (a)(i), (ii) or (iii)(C) if the continuation of the General Partner as the General Partner is approved by Majority Resolution.

(c) If the General Partner is required to retire under paragraph (a):

(i) the General Partner must use all reasonable endeavours to ensure that as soon as practicable another person or partnership becomes the General Partner in accordance with clause 9.9 (Interim, successor and liquidating General Partners);

(ii) the Partnership must on the date of the retirement pay to the General Partner who is replaced, the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the retirement is less than the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of the retirement;

(iii) the General Partner who is replaced must on the date of the retirement repay to the Partnership the amount (if any) by which the total of the fees received by the General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the retirement exceeds the total of the Base Amount for the period from (and including) the date on which the General Partner became the General Partner to (and including) the date of the retirement; and

(iv) clause[s] 2[ and 3] of schedule C will apply.

9.9 Interim, successor and liquidating General Partners

(a) The General Partner will cease to be the General Partner if:

(i) (required to retire) the General Partner is required to retire under clause 9.8 (Obligatory retirement of the General Partner);

(ii) (replacement) a Special Majority Resolution has been passed at a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings) to appoint a person or partnership to replace the General Partner as the General Partner;

(iii) (sufficient resources) the person or partnership has provided a statement to the Partnership that the person or partnership has sufficient resources and ability to perform the obligations of the General Partner under this deed;

(iv) (consent) the person or partnership consents in writing to assuming the rights and obligations of the General Partner under this deed and the Partnership, including by execution of a Deed of Accession;

(v) (Deed of Accession) the person or partnership delivers the Deed of Accession executed by it to the General Partner;

(vi) (laws) the replacement of the General Partner by the person or partnership does not breach an applicable law;

(vii) (Registered Office) the person or partnership gives notice to the General Partner of an address in the jurisdiction of the Partnership Act and obtains all consents which are necessary to change the Registered Office to that address; and

(viii) (Register) the Register is amended to record the replacement of the General Partner as the General Partner by the person or partnership.

(b) On satisfaction of the conditions in sub-paragraphs (a)(i) to (vii) in respect of the General Partner which is being replaced as the General Partner by another person or partnership, the General Partner must use all reasonable endeavours to procure amendment of the Register as provided in sub-paragraph (a)(viii).

(c) If the General Partner:

(i) is required to retire under clause 9.8 (Obligatory retirement of the General Partner) and a person is not, cannot or is unlikely to be appointed under paragraph (a) to replace the General Partner as the General Partner; or

(ii) ceases to be the General Partner and no other person is or becomes the General Partner at that time,

the Limited Partners may by Majority Resolution appoint another person or partnership to be the General Partner if:

(iii) (sufficient resources) the Limited Partners pass a Majority Resolution that they are satisfied that the person or partnership has sufficient resources and ability to perform the obligations of the General Partner under this deed;

(iv) (consent) the person or partnership consents in writing to assuming the rights and obligations of the General Partner under this deed and the Partnership, including by execution of a Deed of Accession;

(v) (Deed of Accession) the person or partnership delivers the Deed of Accession executed by it to the General Partner or, if there is no General Partner, at the Registered Office;

(vi) (laws) the replacement of the General Partner by the person or partnership does not breach an applicable law; and

(vii) (Registered Office) the person or partnership gives notice to the General Partner or, if there is no General Partner, to the Limited Partners of an address in the jurisdiction of the Partnership Act and obtains all consents which are necessary to change the Registered Office to that address.

(d) On satisfaction of the conditions in paragraph (c) in respect of the General Partner which is being replaced as the General Partner by another person or partnership, the General Partner must use all reasonable endeavours to procure amendment of the Register to:

(i) remove the General Partner as the General Partner; and

(ii) admit the person or partnership as the General Partner (Interim General Partner).

If the Investment Period ends before 5 years after the Partnership first became unconditionally registered as a Venture Capital Limited Partnership, adopt the first alternative in paragraphs (e)(ii) and (f)(i) and (ii). Otherwise, adopt the second alternative.

(e) As soon as practicable after the General Partner is replaced as the General Partner by the Interim General Partner under paragraph (d), the Interim General Partner must give notice to each Limited Partner stating that each Limited Partner may, by notice within 21 days to the Interim General Partner, nominate:

(i) up to 2 persons or partnerships to replace the General Partner as the General Partner; and

(ii) if [5 years have elapsed since the Partnership became a Venture Capital Limited Partnership][the Investment Period has lapsed], up to 2 persons or partnerships to: 

A. replace the General Partner as the General Partner; and

B. wind up the Partnership in accordance with clause 10.3 (Winding up of the Partnership),

provided that in each case:

(iii) (sufficient resources) the Limited Partner is satisfied that the nominee has sufficient resources and ability to perform the obligations of the General Partner under this deed, including to wind up the Partnership in accordance with clause 10.3 (Winding up of the Partnership);

(iv) (consent) the nominee provides to the Interim General Partner the consent in writing of the nominee to the assumption by the nominee of the rights and obligations of the General Partner under this deed, including by execution of a Deed of Accession;

(v) (Deed of Accession) the nominee delivers the Deed of Accession executed by it to the Interim General Partner;

(vi) (laws) the Limited Partner is satisfied that any replacement of the General Partner by the nominee would not breach an applicable law; and

(vii) (Registered Office) the person or partnership notifies the Limited Partner of an address in the jurisdiction of the Partnership Act and obtains all consents which are necessary to change the Registered Office to that address.

(f) If at least one person is nominated under paragraph (e), the Interim General Partner must within 7 days after the expiry of the period for the nomination convene a meeting of Partners in accordance with clause 12.2(a) at which:

(i) if [5 years have elapsed since the Partnership became a Venture Capital Limited Partnership][the Investment Period has lapsed], a resolution must be proposed, which may only be passed by Special Majority Resolution, to dissolve the Partnership;

(ii) if the resolution to dissolve the Partnership is not passed or [5 years have not elapsed since the Partnership became a Venture Capital Limited Partnership][the Investment Period has not lapsed], the Limited Partners may by a Special Majority Resolution elect one of the persons nominated under paragraph (e)(i) to be the General Partner; and

(iii) if the resolution to dissolve the Partnership is passed, the Limited Partners may by a Special Majority Resolution elect one of the persons nominated under paragraph (e)(ii) to be the General Partner and to wind up the Partnership in accordance with clause 10.3 (Winding up of the Partnership).

(g) The notice of meeting for the purposes of paragraph (f) must include or attach:

(i) details of each nominee under paragraph (e):

A. in respect of whom the conditions in paragraphs (e)(iii) to (vii) are satisfied; and

B. who the Interim General Partner is satisfied would not breach an applicable law by becoming the General Partner; and

(ii) any other information concerning those nominees that the Interim General Partner, in its absolute discretion, considers necessary or desirable to assist the Limited Partners in respect of the resolutions under paragraph (f).

(h) If a person or partnership is elected under paragraph (f) to be the General Partner, the Interim General Partner must use all reasonable endeavours to procure amendment of the Register to:

(i) remove the Interim General Partner as the General Partner; and

(ii) admit the person or partnership as the General Partner.

(i) If a person or partnership replaces the General Partner as the General Partner in accordance with paragraph (a), (b), (d) or (h):

(i) the General Partner who is replaced must do all things necessary to effect the transfer to or within the control of the person or partnership of any Investments held by or within the control of the General Partner who is replaced;

(ii) in the case of a replacement under paragraph (h), the Partnership must on the date of the replacement pay to the Interim General Partner who is replaced, the amount (if any) by which the total of the fees received by the Interim General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the replacement is less than the total of the Base Amount for the period from (and including) the date on which the Interim General Partner became the General Partner to (and including) the date of the replacement;

(iii) in the case of a replacement under paragraph (h), the Interim General Partner who is replaced must on the date of the replacement repay to the Partnership the amount (if any) by which the total of the fees received by the Interim General Partner under clause 13.1 (Entitlement to the Management Fee) on or before the replacement exceeds the total of the Base Amount for the period from (and including) the date on which the Interim General Partner became the General Partner to (and including) the date of the replacement; and

(iv) if the Firm-Name contains the name, or in any way relates to the name, of the General Partner who is replaced or any of its Affiliates, each Partner must promptly on request by the General Partner who is replaced do all things that the General Partner who is replaced reasonably considers to be necessary or desirable to change the Firm-Name to a name not containing, or in any way relating to, the name of the General Partner who is replaced or any of its Affiliates.

(j) If no person is nominated under paragraph (e) or no person is elected under paragraph (e), the Interim General Partner will continue to be the General Partner until it is replaced as the General Partner in accordance with clause 9.7 (Voluntary retirement of the General Partner), 9.8 (Obligatory retirement of the General Partner) or this clause 9.9.

9.10 Death of a Limited Partner

(a) In the case of the death of a Limited Partner, the only persons the General Partner or the Partnership will recognise as having any title to the Partnership Interest or any benefits accruing in respect of that Partnership Interest of the Limited Partner are:

(i) the legal personal representative of the Limited Partner if the Limited Partner was the sole holder of its Partnership Interest; and

(ii) the survivor or survivors of the Limited Partner if the Limited Partner was a joint holder of its Partnership Interest.

(b) Nothing in paragraph (a) releases the estate of a Limited Partner from any liability in respect of the Partnership Interest of the Limited Partner, whether that Partnership Interest was held by the Limited Partner solely or jointly with other persons. 

(c) A Transfer of all of the Partnership Interest of a Limited Partner who is the sole holder of the Partnership Interest and dies to a legal personal representative of the Limited Partner may be made if:

(i) (laws) the General Partner is satisfied in its absolute discretion that the Transfer would not breach an applicable law;

(ii) (information and documents) the legal personal representative has provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer to the legal personal representative, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the legal personal representative as a Limited Partner;

(iii) (payment of expenses) the legal personal representative has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer;

(iv) (assumption of obligations) the legal personal representative has assumed all of the obligations of the Limited Partner under this deed, including by execution of a Deed of Accession; and

(v) (Deed of Accession) the legal personal representative delivers the Deed of Accession executed by it to the General Partner, and the General Partner notifies the legal personal representative that the General Partner accepts the Deed of Accession.

(d) If two or more persons become jointly entitled to the Partnership Interest of a Limited Partner under a Transmission Event, those persons are taken to hold the Partnership Interest as joint tenants on Transfer of that Partnership Interest to them.

9.11 Other Transmission Event in respect of a Limited Partner

A Transfer of all of the Partnership Interest of a Limited Partner on the occurrence of a Transmission Event in respect of the Limited Partner (other than the death of the Limited Partner) may be made to the successor of the Limited Partner if:

(a) (laws) the General Partner is satisfied in its absolute discretion that the Transfer would not breach an applicable law;

(b) (information and documents) the successor has provided any information and executed and delivered any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to effect the Transfer to the successor, including to procure amendment of the Register to remove the Limited Partner as a Limited Partner and to record the successor as a Limited Partner;

(c) (payment of expenses) the successor has paid all reasonable Outgoings of the General Partner or the Partnership in connection with the Transfer;

(d) (assumption of obligations) the successor has assumed all of the obligations of the Limited Partner under this deed, including by execution of a Deed of Accession; and

(e) (Deed of Accession) the successor delivers the Deed of Accession executed by it to the General Partner, and the General Partner notifies the successor that the General Partner accepts the Deed of Accession.

9.12 [Drag along rights of Limited Partners]

If drag along rights are to apply to require a sale of the Partnership Interests of all of the Limited Partners, the example in attachment G may be adopted in this clause 9.12.

9.13 Amendment of the Register and the effect of Deeds of Accession

(a) None of the General Partner or any Limited Partner may procure amendment of the Register to record the retirement of the General Partner as the General Partner unless and until another person or partnership becomes the General Partner in accordance with clause 9.7 (Voluntary retirement of the General Partner), 9.8 (Obligatory retirement of the General Partner) or 9.9 (Interim, successor and liquidating General Partners).

(b) The General Partner authorises any person or partnership which becomes the General Partner in accordance with clause 9.7 (Voluntary retirement of the General Partner), 9.8 (Obligatory retirement of the General Partner) or 9.9 (Interim, successor and liquidating General Partners) to procure amendment of the Register to record the retirement of the General Partner in accordance with clause 9.7 (Voluntary retirement of the General Partner), 9.8 (Obligatory retirement of the General Partner) or 9.9 (Interim, successor and liquidating General Partners).

(c) A person or partnership which becomes a Partner in accordance with this clause 9 may enforce the provisions of this deed against each current or former Partner from the time the person or partnership becomes a Partner.

(d) Each current or former Partner may enforce the provisions of this deed against a person or partnership which becomes a Partner in accordance with this clause 9 from the time the person or partnership becomes a Partner.

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