Common use of Co-Investment Opportunities Clause in Contracts

Co-Investment Opportunities. 15 For some funds, marketing or closing may be appropriate. 9.3.1 The [Fund Manager] may, but shall have no obligation to, provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy. 9.3.2 Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. 9.3.3 In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment. 9.3.4 The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors].

Co-Investment Opportunities. 15 For some funds, marketing or closing may be appropriate. 9.3.1 The [Fund Manager] may, but shall have no obligation to, provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy. 9.3.2 Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. 15 For some funds, marketing or closing may be appropriate. 9.3.3 In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment. 9.3.4 The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors].

Co-Investment Opportunities. 15 For some funds, marketing or closing may be appropriate.‌ 9.3.1 The [Fund Manager] may, but shall have no obligation to, provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior 13 For some funds, marketing or closing may be appropriate. written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy. 9.3.2 Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. 9.3.3 In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment. 9.3.4 The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors].