Common use of Deal-flow16 Clause in Contracts

Deal-flow16. Subject to Section 9.3 (Co-investment Opportunities.), the General Partner and the Fund Manager hereby agree that until the end of the Commitment Period, all investment opportunities received by any of the General Partner, the Fund Manager, any of the Key Persons or any Affiliate of any of the foregoingtheir Affiliates, will first be allocated to the Fund or, when permitted, to a Successor Fund to the extent that (i) such investment opportunities fall within the Investment Objectives, (ii) the Fund has available Remaining Commitments, and (iii) the participation by the Fund in such investment opportunity would be in the best interest of the Fund as determined in good faith by the General Partner. 109 Partnership Agreement and instead may be included in a side letter, and are subject to separate negotiations (including any agreement by the Fund manager to manage a co-investment on a "no-fee/no carry" basis). Generally, co-investments are expressly permitted under the Limited Partnership Agreement and deemed not to represent a conflict of interest, provided that they are effected in accordance with the Limited Partnership Agreement. However, sometimes, co-investments by emerging Fund managers are subject to LP Advisory Committee approval. 16 With respect to a General Partner that has other existing or anticipated permitted accounts, an alternative approach may be considered such that the General Partner’s allocation policy as previously provided to the Limited Partners will apply to deal-flow with respect to the Fund and any “other accounts”, and that the Limited Partners will have oversight of any changes with respect to such allocation policy. circumstances, a priority of allocation of investment opportunities among Prior Funds and the Fund should be considered, and whether the LP Advisory Committee should be involved in approving the allocation of investment opportunities among multiple funds.

Deal-flow16. Subject to Section 9.3 (Co-investment Opportunities.), the General Partner and the Fund Manager hereby agree that until the end of the Commitment Period, all investment opportunities received by any of the General Partner, the Fund Manager, any of the Key Persons or any Affiliate of any of the foregoingtheir Affiliates, will first be allocated to the Fund or, when permitted, to a Successor Fund to the extent that (i) such investment opportunities fall within the Investment Objectives, (ii) the Fund has available Remaining Commitments, and (iii) the participation by the Fund in such investment opportunity would be in the best interest of the Fund as determined in good faith by the General Partner. 109 that are greater than the Fund's ability to invest. The economic terms of co-investments are typically not included in the Limited Partnership Agreement and instead may be included in a side letter, and are subject to separate negotiations (including any agreement by the Fund manager to manage a co-investment on a "no-fee/no carry" basis). Generally, co-investments are expressly permitted under the Limited Partnership Agreement and deemed not to represent a conflict of interest, provided that they are effected in accordance with the Limited Partnership Agreement. However, sometimes, co-investments by emerging Fund managers are subject to LP Advisory Committee approval. 16 With respect to a General Partner that has other existing or anticipated permitted accounts, an alternative approach may be considered such that the General Partner’s allocation policy as previously provided to the Limited Partners will apply to deal-flow with respect to the Fund and any “other accounts”, and that the Limited Partners will have oversight of any changes with respect to such allocation policy. circumstances, a priority of allocation of investment opportunities among Prior Funds and the Fund should be considered, and whether the LP Advisory Committee should be involved in approving the allocation of investment opportunities among multiple funds.