Feeder Funds. (a) Establish, periodically review and update the Fund’s accounting systems and internal controls;
Feeder Funds. The Company or the Investment Manager, without the consent of any Member, may form one or more vehicles on behalf of one or more investors for the principal purpose of investing in the Company (each, a “Feeder Fund”). A Feeder Fund may hold Units of the Company directly or indirectly through one or more wholly-owned subsidiaries. For purposes of this Agreement, any Member that is a Feeder Fund or wholly owned by a Feeder Fund may, where applicable, as determined by the Investment Manager, be disregarded for purposes of this Agreement such that references herein to “Member” with respect to such Person shall be deemed to be references to each member or other underlying beneficial owner of such Feeder Fund that holds an indirect interest in the Company through such Feeder Fund. Without limiting the foregoing and notwithstanding anything to the contrary contained herein, the Company shall be entitled, but not required, to apply the following provisions with respect to the Units held by any such Feeder Fund on a case-by-case basis:
Feeder Funds. (a) Subject to the second proviso of clause (e) below, the Managing Members agree, for any or all purposes under this Agreement, to treat the capital commitments and capital contributions of any Feeder Fund Investor to the applicable Feeder Fund as representing one or more separate Units that are held directly, or through a Feeder Fund Blocker, as appropriate. In addition, the Managing Members agree to treat any Feeder Fund Investor who would be an Investment Manager-Affiliated Member, if admitted as a Member hereof, as if such Feeder Fund Investor were an Investment Manager-Affiliated Member subject to all terms and conditions of this Agreement.
Feeder Funds. In order to facilitate investment by investors who have specific tax, regulatory or other concerns, the General Partner may also create one or more feeder entities in which such investors could invest that would in turn invest directly in the Fund.
Feeder Funds. (a) The Managing Member, an affiliate thereof or third persons may establish one or more investment vehicles that will invest all or substantially all of their capital, directly or through the use of one or more blocker entities, in the Company or an Alternative Investment Vehicle to accommodate the requirements of certain investors (“Feeder Funds”). Investors in any Feeder Fund will bear their pro rata share of the Organizational Expenses and other Company Expenses. The Member Interest of a Feeder Fund may, in the Managing Member’s discretion, be treated as Member Interests held by more than one Member for purposes of determining the appropriate treatment of such Feeder Fund in connection with any provision of this Agreement, including, but not limited to, with respect to: (i) treatment as a Defaulting Member, (ii) voting of such Member Interest and (iii) any waiver or reduction in Development Period Carried Interest, Management Fees or Performance Allocation.
Feeder Funds. 2.7.1 In order to accommodate certain legal, regulatory, tax, administrative or other requirements of investors (including natural persons) who wish to participate in the Fund, the General Partner or any of its Affiliates may establish one or more Feeder Funds for investors in certain jurisdictions and may require certain investors to hold their Interests in the Fund indirectly through one or more Feeder Funds; provided that such investors generally will hold their indirect Interests in the Fund on the same or less favorable economic terms as compared to the other investors in the Fund. With respect to a Limited Partner who is a natural person (or is deemed to be a natural person for U.S. federal income tax purposes), the General Partner may require such Limited Partner to participate in the Fund through a Feeder Fund or other entity that is not deemed to be a natural person or otherwise disregarded for U.S. federal income tax purposes, which entity may be formed by such individual or the General Partner or its Affiliates, as may be determined by the General Partner in its sole discretion. The General Partner may also create Feeder Funds for KKR Personnel, Senior Advisors, Industry Advisors, KKR Advisors, Capstone Executives, RPM Executives, other associates of KKR or the KKR Affiliates or any of their respective Affiliates or designees on such terms as the General Partner may determine in its sole discretion (each, a “KKR Feeder Fund”), and the General Partner may, in its sole discretion, apply or waive any of the provisions of this Agreement, the Management Agreement and the Delegate Management Agreement, including Section 5.2.1 and Section 6.7.2 of this Agreement and Section 2 of the Management Agreement and Section 3 of the Delegate Management Agreement, so as to result in no Management Fees being paid by any KKR Feeder Fund and amounts invested in the Fund by any KKR Feeder Fund not being subject to carried interest allocations and distributions, performance fees or other performance-related compensation payable to the Carry Unitholders or any of their Affiliates. Only those entities designated as such by the General Partner shall be deemed to be Feeder Funds. The General Partner may cause the Management Fee and Carry Distributions payable in respect of any Limited Partner that is a Feeder Fund to be calculated as if each investor in such Feeder Fund had made a direct Capital Commitment to the Fund. In addition, the General Partner may, in its sole di...
Feeder Funds. (a) For purposes of ARTICLE V and ARTICLE VI, and for purposes of any election, vote or consent required or permitted to be made or given pursuant to this Agreement or the Act, the interests in the Investment Partnership held by a Feeder Fund shall be treated as one or more separate Limited Partner interests in the Investment Partnership that are directly or indirectly held by each Feeder Fund Investor in a Feeder Fund. A Feeder Fund may make any election, or give or withhold any vote or consent, with respect to any such separate Limited Partner interest without prejudice to its right to take any other action with respect to the other interests held by it.
Feeder Funds. (a) In order to accommodate certain legal, regulatory, tax, administrative or other requirements of investors who wish to participate in the Partnership, the General Partner or any of its Affiliates may establish one or more Feeder Funds and/or may require certain investors to hold their Interests in the Partnership indirectly through one or more Feeder Funds; provided, that such investors generally will hold their indirect Interests in the Partnership on the same or less favorable economic terms as compared to the other Limited Partners. Only those entities designated as such by the General Partner shall be deemed to be Feeder Funds. The General Partner may cause the Management Fee, Special Profits Interest and Carried Interest payable in respect of the Capital Account(s) of any Feeder Fund to be calculated as if each investor in such Feeder Fund had made a Capital Commitment directly to the Partnership and held a Capital Account(s) herein. In addition, the General Partner may, in its sole discretion, apply Section 5.01 and any related provisions to the Interests of a Feeder Fund as if each investor in such Feeder Fund had made a Capital Commitment directly to the Partnership and held a Capital Account herein rather than to such Feeder Fund.
Feeder Funds. The Interest of a Feeder Fund may, with the consent of the General Partner, be treated as Interests held by more than one Limited Partner for purposes of determining the appropriate treatment of such Feeder Fund in connection herewith, in light of the multiple Feeder Fund Investors in such Feeder Fund, including reflecting on the books and records of the Partnership a separate Interest held by such Feeder Fund with respect to each Feeder Fund Investor therein.
