Consensus One Venture Capital Limited Partnership Deed


SCHEDULE D

ADVISORY COMMITTEE

Powers of the Advisory Committee are subject to restrictions in the Partnership Act on Limited Partners taking part in the management of the business of the Partnership. Accordingly, the provisions set out below need to be considered in the context of proposed reform of the “safe harbour” provisions relating to management participation by Limited Partners.

1. APPOINTMENT

The General Partner [may][must] appoint a committee consisting of:

(a) a person notified from time to time to the General Partner by a Limited Partner with a Capital Commitment of at least [$[insert amount]][[insert percentage]% of the total of the Capital Commitments of the Limited Partners];[ and]

(b) [a person notified from time to time to the General Partner by Limited Partners with a majority of the Capital Commitments of the Limited Partners who do not have a right to notify of a person under paragraph (a); and]

(c) [a person][not more than [insert number] persons] notified from time to time by the General Partner to the Limited Partners.

2. FUNCTIONS

Subject to clause 8.12(a) and any other relevant provision of this deed, the functions of any Advisory Committee are to:

(a) make recommendations to the General Partner regarding:

(i) conflicts between the interests of the General Partner and the interests of the Partnership, other than conflicts of interest which are permitted under clause 8.5 (Competition) or 8.6 (Authorised activities of the General Partner);

(ii) any proposal by the General Partner to conduct activities of the Partnership which are inconsistent to a material extent with the Investment Plan; and

(iii) any matter requested by the General Partner in connection with the Investments or other matters in relation to the Partnership; and

(b) make approval decisions regarding:

(i) [Key Personnel Changes in respect of the General Partner;]

(ii) any methodology determined by the General Partner under clause 7.5(b) which is not in accordance with the Accounting Standards or is inconsistent to a material extent with the Valuation Guidelines;

(iii) any application by the General Partner of proceeds of an Investment to make an investment of the Partnership other than another investment which is a Liquidity Investment or an Investment Swap;

(iv) any purchase or sale requiring approval by the Advisory Committee under clause 8.4(c); and

(v) co-investments requiring approval by the Advisory Committee under clause 8.6(a).

3. MEETINGS AND DECISIONS

If there is an Advisory Committee:

(a) it must meet at least once every 6 months;

(b) the General Partner may, by notice to each member of the Advisory Committee, convene a meeting of the Advisory Committee;

(c) the quorum for a meeting of the Advisory Committee is [insert number] member[s] notified from time to time under clause 1(a) or (b) of this schedule D and one member notified from time to time under clause 1(c) of this schedule D;

(d) the Advisory Committee may meet in person or by any technological means;

(e) decisions, including recommendations, of the Advisory Committee must be made unanimously by the members who are present and vote on the decision;

(f) the General Partner:

(i) retains ultimate responsibility for all decisions relating to the operation, management and business of the Partnership, including in relation to investment decisions of the Partnership; and

(ii) is not required to follow any recommendation of an Advisory Committee; and

(g) the Advisory Committee may otherwise regulate its meetings as it decides is appropriate.

4. EXPENSE REIMBURSEMENT

The Partnership may reimburse each member of an Advisory Committee (other than an officer or employee of the General Partner or of a partner of the General Partner) for reasonable expenses incurred by the member in relation to the role of the member on the Advisory Committee, as agreed from time to time between the General Partner and the member, subject to a maximum amount of $[insert amount] (inclusive of any GST) per annum for each member.

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