HOUSE_OVERSIGHT_024060.jpg
1.87 MB
Extraction Summary
3
People
2
Organizations
1
Locations
1
Events
2
Relationships
3
Quotes
Document Information
Type:
Legal document (likely a limited partnership agreement or private placement memorandum)
File Size:
1.87 MB
Summary
This document appears to be page 49 of a confidential legal agreement governing an investment fund, bearing a House Oversight Bates stamp. It details the financial mechanics of the fund, including a standard '2 and 20' style structure where the General Partner receives 20% of profits after investors (Partners) recoup their initial capital. It also outlines 'clawback' provisions ensuring the General Partner returns excess profits if final calculations show they were overpaid relative to the fund's total performance.
People (3)
| Name | Role | Context |
|---|---|---|
| General Partner | Fund Manager |
Entity responsible for determining distributions, managing investments, and subject to clawback provisions.
|
| Partners | Investors |
Recipients of distributions and allocations based on capital contributions.
|
| Advisory Board | Oversight |
Must consent if long-term investments exceed 110% of aggregate commitments.
|
Organizations (2)
| Name | Type | Context |
|---|---|---|
| The Fund |
The entity holding the capital accounts and making investments.
|
|
| House Oversight Committee |
Indicated by the Bates stamp 'HOUSE_OVERSIGHT_024060'.
|
Timeline (1 events)
Locations (1)
| Location | Context |
|---|---|
|
Mentioned in context of 'U.S. Federal income tax requirements'.
|
Relationships (2)
GP determines distributions to Partners; GP receives 20% carry after Partners receive 100% return of capital.
GP requires Advisory Board consent for excess reinvestment.
Key Quotes (3)
"Without the consent of the Advisory Board, the General Partner shall not permit the aggregate purchase price of long-term investments to exceed 110% of aggregate Commitments."Source
HOUSE_OVERSIGHT_024060.jpg
Quote #1
"Thereafter, 20% to the General Partner and 80% to all Partners in proportion to their respective capital contributions."Source
HOUSE_OVERSIGHT_024060.jpg
Quote #2
"The General Partner will return to the Fund the amount of that excess... provided, however, that in no event shall the General Partner be required to return to the Fund an amount in excess of the aggregate distributions made to the General Partner that are attributable to its 'carried interest' less tax distributions."Source
HOUSE_OVERSIGHT_024060.jpg
Quote #3
Full Extracted Text
Complete text extracted from the document (2,600 characters)
Limited Reinvestment: Without the consent of the Advisory Board, the General Partner shall not permit the aggregate purchase price of long-term investments to exceed 110% of aggregate Commitments.
Distributions: All distributions prior to the dissolution of the Fund will be made at such times and in such amounts as the General Partner shall determine. All such distributions will be apportioned among the Partners as follows:
(i) First, 100% to all Partners in proportion to their capital contributions until each Partner has received distributions in an amount equal to such Partner's capital contributions; and
(ii) Thereafter, 20% to the General Partner and 80% to all Partners in proportion to their respective capital contributions.
With respect to any fiscal year, the Fund may make cash distributions to the Partners in amounts intended to defray the Partners' tax liability resulting from their interests in the Fund during such fiscal year.
Liquidating distributions will be made in accordance with positive capital account balances.
(i) First, 100% to all Partners in proportion to their capital contributions until each Partner has received distributions in an amount equal to such Partner's capital contributions; and
(ii) Thereafter, 20% to the General Partner and 80% to all Partners in proportion to their respective capital contributions.
With respect to any fiscal year, the Fund may make cash distributions to the Partners in amounts intended to defray the Partners' tax liability resulting from their interests in the Fund during such fiscal year.
Liquidating distributions will be made in accordance with positive capital account balances.
Allocations: The Fund will maintain capital accounts on behalf of each Partner in accordance with U.S. Federal income tax requirements. In general, any cumulative net loss will be allocated to the capital accounts of the Partners in proportion their contributions, and any cumulative net gain will be allocated 20% to the capital account of the General Partner and 80% to the capital accounts of all Partners in proportion to their contributions. Notwithstanding the foregoing, items of expense will be allocated to the Partners in proportion to their contributions and will be offset by subsequent allocations of net profit (to the extent thereof), provided that the General Partner will not be allocated any items of expense attributable to the Management Fee.
General Partner Clawback: If, after the Fund has made its final liquidating distribution, the General Partner has received aggregate distributions with respect to its "carried interest" in excess of the cumulative net profit allocated to the General Partner with respect to its "carried interest," the General Partner will return to the Fund the amount of that excess; provided, however, that in no event shall the General Partner be required to return to the Fund an amount in excess of the aggregate distributions made to the General Partner that are attributable to its "carried interest" less tax distributions. All carry recipients shall be severally, but not jointly, liable for their respective proportional shares of the
49
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024060
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024060
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