Feeder Funds Sample Clauses

Feeder Funds. Establish, periodically review and update the Fund’s accounting systems and internal controls;
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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: (a) Whenever any vote or consent of the Members is required by this Agreement, the vote of such Feeder Fund (or any wholly-owned subsidiaries thereof, as applicable) may be split proportionately, in favor of and against the relevant action, in accordance with the votes of such Feeder Fund’s underlying beneficial owners; (b) If such Feeder Fund (or any wholly-owned subsidiaries thereof, as applicable) defaults on any portion of its obligation to make a required capital contribution in respect of its Commitment as a result of the default by one or more (but not all) of such Feeder Fund’s underlying beneficial owners, the remedies set forth in 6.2.1 hereof may be applied to the portion of the Commitment with respect to which such default occurred; and (c) The Company or the Investment Manager, as applicable, may take any actions or make any adjustments to the Units held and Commitments made by such Feeder Fund reasonably necessary to accomplish the overall objectives of this 2.3.
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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. (b) If any Feeder Fund Investor makes a capital commitment to the relevant Feeder Fund at a closing of such Feeder Fund that is subsequent to the initial closing of such Feeder Fund, the amount that such Feeder Fund would otherwise have been required to contribute to the Fund pursuant to Section 5.2(b) shall be reduced by the portion of such amount that the Fund would, in turn, have remitted to such Feeder Fund pursuant to Section 5.2(c), and such Feeder Fund will remit such portion to the Feeder Fund Investors that were admitted to such Feeder Fund prior to such closing in the manner set forth in Section 5.2(c) as if such Feeder Fund Investors were Members. (c) If any Feeder Fund Investor or investor in the Access Fund fails to make a capital contribution to the applicable Feeder Fund or the Access Fund, as applicable, and as a result such Feeder Fund or the Access Fund does not make, or in the case of such Feeder Fund cause a Feeder Fund Blocker to make, all or a portion of a Capital Contribution to the Fund, such Feeder Fund and/or such Feeder Fund Blocker, if any, or the Access Fund, as applicable, shall be treated as a Defaulting Member in accordance with the provisions of Section 5.2 but solely with respect to that portion of, as applicable, such Feeder Fund’s or Feeder Fund Blocker’s or the Access Fund’s Units relating to such Feeder Fund Investor’s indirect interest in the Fund, or that of the applicable investor in the Access Fund, and with respect to the remaining portion of, as applicable, such Feeder Fund’s or Feeder Fund Blocker’s or Access Fund’s Units, such Feeder Fund or Feeder Fund Blocker or the Access Fund, as applicable, shall be treated as a non-Defaulting Member in accordance with the provisions of Section 5.2. (d) Notwithstanding anything to the contrary herein, the Managing Members may, at ...
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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 2.7.2 The General Partner may make any adjustments to the Interests of a Feeder Fund and take such other actions as are reasonably necessary to give effect to the overall objectives of this Section 2.7 and the other terms of this Agreement relating to Feeder Funds; provided that such adjustments and actions will not adversely affect the Interests in the Fund of any other Limited Partner; and provided further that nothing in this Section 2.7 will be construed as making any interest holder in a Feeder Fund a Limited Partner for any purpose. The General Partner may, in its sole discretion, apply the provisions of this Agreement regarding Section 3.3, Section 3.4 and Section 3.5 to the interests of any Feeder Fund in such manner as the General Partner determines appropriate in its sole discretion to effect the intent of the provisions relating to Section 3.3, Section 3.4 and Section 3.5. Unless the governing documents of a Feeder Fund provide otherwise, all fund expenses and organizational expenses of any Feeder Fund shall constitute “Fund Expenses” and “Organizational Expenses,” as applicable, for purposes of this Agreement; provided that all fund expenses and organizational expenses of any KKR Feeder Fund will be borne by such KKR Feeder Fund or by one or more KKR Affiliates. Any taxes incurred by a Feeder Fund, which the General Partner determines in its discretion are allocable to such Feeder Fund, will be borne solely by such Feeder Fund in accordance with its applicable governing documents. For the avoidance of doubt, Carry Distributions payable in respect of any Feeder Fund’s Interest shall be calculated on the gross Investment Proceeds distributed (or treated as distributed under Section 5.9.2) to a Feeder Fund, without deduction for any taxes or other expenses borne by such Feeder Fund or its investors. 2.7.3 Unless otherwise agreed by the General Partner and such Feeder Fund, any Interest of a Limited Partner that is a Feeder Fund (including any KKR Feeder Fund) will be voted and/or abstained (a) on any matter in the same manner and proportions as the investors ...
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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.
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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. (b) The Managing Member may in its discretion treat the aggregate Capital Commitment of multiple Feeder Funds (each, a “Designated Feeder Fund”) as being equal to the aggregate capital commitments of the direct or indirect investors in such Designated Feeder Funds. Each Designated Feeder Fund’s share of such aggregate Capital Commitment shall be determined by the Managing Member from time to time. With respect to the Capital Commitment of the Designated Feeder Funds, the Managing Member may require any Capital Contributions under Section 3.2 or otherwise under this Agreement to be made exclusively by a particular Designated Feeder Fund or in such proportions as the Managing Member may determine. Each Capital Contribution made by a Designated Feeder Fund shall be attributed solely to such Designated Feeder Fund and the Capital Commitment of such Designated Feeder Fund shall be reduced accordingly. Solely for purposes of calculating Development Period Carried Interest distributions or Performance Allocation as between the Managing Member and each Designated Feeder Fund (and any corresponding obligation under Section 5.9) and any resulting adjustment to the distributions as between the Designated Feeder Funds, Section 9.3 shall be applied in the manner determined by the Managing Member such that the Capital Contributions of and distributions to the Designated Feeder Funds are aggregated, such that the Managing Member receives the same aggregate Development Period Carried Interest distributions with res...
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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. (b) The provisions of ARTICLE VI and Sections 4.2 and 9.10 shall be applied as though the Feeder Fund Investors had made respective direct Capital Contributions to the Investment Partnership. (c) For purposes of voting on any matter requiring the vote of the Limited Partners under this Agreement or any law, a Feeder Fund may, but shall not be obligated to, cast a divided vote of its limited partner interest in the Investment Partnership in proportion to the votes on such matter of such Feeder Fund’s Feeder Fund Investors that are not Affiliates of the General Partner, based on their pro rata interest therein. (d) The General Partner may make any adjustments to a Feeder Fund’s Limited Partner interest in the Investment Partnership to accomplish the overall objectives of this Section 4.5, provided that nothing in this Section 4.5 shall be construed as making any Feeder Fund Investor a Limited Partner for any purpose.
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Related to Feeder Funds

  • Other Funds Federated Absolute Return Fund Federated Emerging Markets Debt Fund Federated Emerging Markets Equity Fund Federated Enhanced Treasury Income Fund Federated InterContinental Fund Federated International Bond Fund Federated International Bond Strategy Portfolio Federated International Dividend Strategy Portfolio Federated International Leaders Fund Federated International Small-Mid Company Fund Federated International Strategic Value Dividend Fund Federated MDT Stock Trust Federated Muni and Stock Advantage Fund Federated Prudent DollarBear Fund THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (“Amendment”) is by and between each of the investment companies listed on Schedule I to the Agreement, as defined below (each, a “Fund”), and The Bank of New York Mellon (“Bank”).

  • Multi-Manager Funds In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the “Managers” for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager’s responsibility in providing advice is expressly limited to a discrete portion of the Fund’s portfolio that it manages. This prohibition does not apply to communications by the Adviser in connection with the Adviser’s (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Holds on Other Funds If we cash a check for you that is drawn on another financial institution, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cashed would have been available if you had deposited it. If we accept for deposit a check that is drawn on another financial institution, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available for withdrawal until the time periods that are described elsewhere in this disclosure for the type of check that you deposited.

  • Investment Funds Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (directly, or indirectly through the Master Fund) invests its assets that are advised by an Investment Manager.

  • Member Capital Contributions (Check One)

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Feeder The fiber optic cable (lit or unlit) or metallic portion of a Loop between a serving End Office and a remote terminal or feeder/distribution interface.

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

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