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 foregoing, 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.
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. 108 If the General Partner has a co-investment policy, all co-investments should be made in accordance with such policy. 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. 109 This provision is applicable when dealing with multiple funds managed by the same manager and its affiliates. In these 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.
