HOUSE_OVERSIGHT_024063.jpg
1.97 MB
Extraction Summary
4
People
4
Organizations
0
Locations
3
Events
2
Relationships
4
Quotes
Document Information
Type:
Legal document (partnership agreement or offering memorandum)
File Size:
1.97 MB
Summary
This document appears to be page 52 of a confidential partnership agreement or offering memorandum, marked with a House Oversight control number. It outlines governance mechanisms for an investment fund, including liability insurance coverage, the recall of distributions, 'Key Person' clauses triggered by the loss of Principals, and voting thresholds for Limited Partners to terminate the investment period or remove the General Partner. The text defines specific percentages (85%, 66 2/3%) required for investor actions against the fund management.
People (4)
| Name | Role | Context |
|---|---|---|
| Principals | Management |
Must devote substantial business time to the Management Company; fewer than three triggers a Key Person Event.
|
| General Partner | Management Entity |
Manages the Fund; can be removed for cause; responsible for notifying Advisory Board.
|
| Limited Partners | Investors |
Can vote to terminate investment period, dissolve fund, or remove General Partner.
|
| Advisory Board Members | Oversight |
Receive notification of Key Person Events; covered by liability insurance.
|
Organizations (4)
| Name | Type | Context |
|---|---|---|
| The Fund |
The investment vehicle governed by this document.
|
|
| GPLLC |
General Partner Limited Liability Company.
|
|
| Management Company |
Entity employing the Principals.
|
|
| House Oversight Committee |
Implied by footer stamp 'HOUSE_OVERSIGHT_024063'.
|
Timeline (3 events)
Key Person Event
No Fault Termination of Investment Period
Dissolution of the Fund
Relationships (2)
General Partner manages the Fund's activities and notifications.
Principals must devote business time to the Management Company.
Key Quotes (4)
"Distributions may be recalled for up to one year following the date of liquidation of the Fund"Source
HOUSE_OVERSIGHT_024063.jpg
Quote #1
"The General Partner shall promptly notify the Advisory Board in writing if, prior to the end of the Investment Period, fewer than three Principals satisfy their obligation"Source
HOUSE_OVERSIGHT_024063.jpg
Quote #2
"Eighty-five percent in interest of the Limited Partners may cause a termination of the Investment Period"Source
HOUSE_OVERSIGHT_024063.jpg
Quote #3
"66 2/3% in interest of the Limited Partners may remove the General Partner upon the occurrence of certain cause events"Source
HOUSE_OVERSIGHT_024063.jpg
Quote #4
Full Extracted Text
Complete text extracted from the document (2,574 characters)
premiums for liability insurance to protect the Fund, the General Partner, the partners of the General Partner, the members of the GPLLC, the members of the Advisory Board, and any of their respective partners, members, stockholders, officers, directors, trustees, employees, agents or affiliates in connection with the activities of the Fund and premiums to pay “key-man” insurance; and all other expenses properly chargeable to the activities of the Fund.
Distributions may be recalled for up to one year following the date of liquidation of the Fund to satisfy (1) any obligations, liabilities and other expenses that arise from the Fund’s Portfolio Investments and (2) the Fund’s indemnification obligations; provided that no Partner shall be required to return an aggregate amount greater than the lesser of (A) the aggregate amount of distributions made to such Partner (and such Partner’s predecessors in interest) and (B) 25% of such Partner’s Commitment
Key Person Event:
The General Partner shall promptly notify the Advisory Board in writing if, prior to the end of the Investment Period, fewer than three Principals satisfy their obligation to devote substantially all of their business time to the affairs of the Management Company and its affiliates (including by reason of death or disability) for a period exceeding 60 days. Following any such occurrence, the Fund shall not make any new portfolio investments other than permitted investments (a “Suspension Period), unless such Suspension Period is lifted as provided in the Partnership Agreement.
The General Partner shall promptly notify the Advisory Board in writing if, prior to the end of the Investment Period, fewer than three Principals satisfy their obligation to devote substantially all of their business time to the affairs of the Management Company and its affiliates (including by reason of death or disability) for a period exceeding 60 days. Following any such occurrence, the Fund shall not make any new portfolio investments other than permitted investments (a “Suspension Period), unless such Suspension Period is lifted as provided in the Partnership Agreement.
No Fault Termination of the Investment Period:
Eighty-five percent in interest of the Limited Partners may cause a termination of the Investment Period at any time after the second anniversary of the Initial Closing Date, with such termination to be effective as of the date they deliver written notice of such termination to the General Partner, after which the Fund shall not make any new portfolio investments other than permitted investments as set forth in the Partnership Agreement.
Eighty-five percent in interest of the Limited Partners may cause a termination of the Investment Period at any time after the second anniversary of the Initial Closing Date, with such termination to be effective as of the date they deliver written notice of such termination to the General Partner, after which the Fund shall not make any new portfolio investments other than permitted investments as set forth in the Partnership Agreement.
No Fault Termination of the Fund:
Eighty per cent in interest of the Limited Partners (excluding affiliates of the General Partner) may vote to dissolve the Fund at any time after the second anniversary of the initial closing date upon 120 days’ notice.
Eighty per cent in interest of the Limited Partners (excluding affiliates of the General Partner) may vote to dissolve the Fund at any time after the second anniversary of the initial closing date upon 120 days’ notice.
Removal of the General Partner for Cause:
66 2/3% in interest of the Limited Partners may remove the General Partner upon the occurrence of certain cause events specified in the Partnership Agreement.
66 2/3% in interest of the Limited Partners may remove the General Partner upon the occurrence of certain cause events specified in the Partnership Agreement.
52
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024063
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024063
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