Certain Amendments Requiring Specified Consent. Notwithstanding the provisions of Section 19.1 (Amendments) or Section 19.2
Certain Amendments Requiring Specified Consent and Section 19.4 (Notices of Amendments), this Agreement may be modified, supplemented or amended only with the prior written consent of (i) the General Partner and (ii) 75% in Interest.
Certain Amendments Requiring Specified Consent without the [unanimous consent]156 of the Limited Partners; modify or amend the Investment Objectives, [the Investment Policy, if any is adopted by the General Partner or the Manager,] Section 4.1, (Maximum Fund Size.), Section 7.1 (Investment Restrictions.) or the provisions set out in Article 19 (Amendments; Power of Attorney), without the prior written consent of [66.7% to 90]%157 in Interest; modify or amend any Section that refers to the approval of the Limited Partners by a specified majority (or a majority of a certain class of Limited Partners) without the prior written consent of the Limited Partners representing at least such majority; or adversely affect the rights of a Limited Partner in a manner that (i) discriminates against such Limited Partner as compared to any other Limited Partner, (ii) modifies Article 14 (Distributions; Allocations), (iii) modifies Section 8.4 (Management Fee.); (iv) increases or decreases the Commitment of a Limited Partner; or (v) adversely affects such Limited Partner's limited liability under the Act, without the prior written consent of each affected Limited Partner.
Certain Amendments Requiring Specified Consent. 156 Typically, 85% to 100% approval by Limited Partners would be required to amend this section governing amendments. 157 Typically, 66.7% to 90% approval by Limited Partners would be required to amend these sections of the Agreement. 158 Since the Limited Partners usually do not sign this Agreement, the power of attorney (or a cross reference authorizing it) needs to be included in the Subscription Agreement. Powers of attorney are subject to their own legislation. Appropriate legal advice should be obtained. 159 These provisions are typically negotiated with institutional investors in side letters. Many institutional investors have public reporting obligations which will require them to publicly disclose certain information relating to the Fund and its investments. 160 Investors subject to Public Records Laws (as defined) will require individualized language in their side letters. 161 Typically, institutional investors will negotiate and enter into side letters with the general partner which will contain additional terms to address the unique commercial, tax and regulatory interests of such investor. However, many smaller and non-institutional investors typically do not need to enter into a side letter and the general partners try to address all of their requests in a limited partnership agreement. If the side letters are negotiated, an "economic MFN" provision is typical, while not universal. The "economic MFN" limits the scope of the MFN process based on the size of the investors' capital commitments to the fund and requires the general partner to grant each investor any side letter term that was granted to one or more investor with an equal or lesser capital commitment than such investor's, subject to certain carve outs such as the ones noted in this provision. See footnote 48. 162 The wording will depend on whether the limited partnership is formed in Ontario or Québec. 163 See footnote 10. Ontario or to a lesser extent, Québec is commonly used as the jurisdiction for the formation of the limited partnership. However, other jurisdictions may be more appropriate depending on the legal (particularly limited liability aspects) and administrative needs of the partners. 164 The Manager may not need to be a party to this Agreement if there is a separate Management Agreement entered into. See note 33. Guarantors may need to be parties to this agreement. See note 135. Canadian Version Last Update: December 2022
