Adjustments to Percentages. Rightsholders may increase the percentages in Fixed Preview, Standard Preview and Continuous Preview.
Adjustments to Percentages. (a) Except as otherwise provided in any Grant Agreement or any Side Agreement, the General Partner, in its sole discretion, may adjust (including for no consideration) the Sharing Percentage of any Limited Partner as it deems necessary (and may make adjustments to the Capital Accounts and Investment Accounts of, and distributions to, the Limited Partners to effect such adjustment); provided however that no such adjustment and no distribution pursuant to Section 4.11(c) may be made if, after giving effect to any such proposed adjustment or distribution and taking into account all prior adjustments and distributions made under this Section 4.03(a), Section 4.11(c) and any analogous provisions in the limited partnership agreement or equivalent governing documents of any Carried Interest Vehicle, such Sharing Percentage would be reduced by more than twenty percent (20%) of such Limited Partner’s Investment Percentage in respect of such Investment as of the date of such adjustment or distribution. The rights of the General Partner set forth in this Section 4.03(a) shall (i) be in addition to any right that the General Partner may have to reduce the Sharing Percentage of any Limited Partner pursuant to Section 4.01(b), Section 4.01(c), Section 4.03(b) or Section 4.04 hereof and (ii) apply to each of the Vested Portion and Unvested Portion of such Limited Partner’s Sharing Percentages pro rata, and the General Partner shall have the right to adjust the vesting schedule applicable to the related Vintage Shares to reflect any such reductions in the Unvested Portion of such Limited Partner’s Sharing Percentages. The General Partner shall maintain appropriate records with the books and records of the Partnership reflecting the number of Vested Shares and Unvested Shares that are held by each Limited Partner in respect of each Series at all times during the term of this Agreement.
