Lp Advisory Committee Clause Samples
The "lp-advisory-committee" clause establishes a committee composed of representatives from the limited partners (LPs) in an investment fund. This committee typically provides guidance to the general partner (GP) on specific matters such as conflicts of interest, valuation of assets, or approval of certain transactions. By formalizing the advisory role of LPs, the clause ensures that their interests are considered in key decisions, thereby promoting transparency and oversight within the fund's operations.
POPULAR SAMPLE Copied 28 times
Lp Advisory Committee. (a) The General Partner will form an advisory committee of representatives of Limited Partners and limited partners of the Related Funds (the "LP Advisory Committee") and select on an annual basis three or more Limited Partners or limited partners of the Related Funds that will appoint their representatives to serve as members of the LP Advisory Committee for one-year terms. Neither the General Partner nor any of its Affiliates shall be a member of the LP Advisory Committee at any time. The LP Advisory Committee will consult with and advise the General Partner on such matters relating to the business of the Partnership or this Agreement as the General Partner may determine from time to time or any member of the LP Advisory Committee may reasonably propose to the General Partner; provided that, except with respect to the actions referred to in Section 2.10(b) and 6.05(b) below, any actions taken by the LP Advisory Committee shall be advisory only and the General Partner shall not be required or otherwise bound to act in accordance with any such actions.
(b) Each Limited Partner agrees that, except as otherwise specifically provided herein and to the extent permitted by applicable law, in connection with any approval sought of the LP Advisory Committee at any time during the term of the Partnership (including without limitation the approval or disapproval of any potential conflicts of interest in any transaction or relationship between the Partnership and the General Partner, ▇▇▇▇▇▇▇▇▇ or any of their respective Affiliates (including any approval in connection with any Investment (other than a Follow-On Investment) by the Partnership in, any acquisition of any Investment from, or any Disposition of any Investment to, the General Partner, ▇▇▇▇▇▇▇▇▇ or such Affiliate and any approval in connection with any approval sought under the Advisers Act, including Section 206(3) thereunder)), the approval of a majority of the members of the LP Advisory Committee shall be binding upon the Partnership and each Partner.
(c) Any member of the LP Advisory Committee (i) may resign by giving the General Partner at least 30 days' prior written notice and (ii) shall be deemed removed if the Limited Partner such member represents becomes a Defaulting Investor.
(d) Notwithstanding anything contained in this Section 2.10, (i) the LP Advisory Committee shall not possess or exercise any power that, if possessed or exercised by a Limited Partner, would constitute participation in the...
Lp Advisory Committee. (a) In consideration for KRS making an aggregate Capital Commitment to the Partnership of [REDACTED], the General Partner agrees that KRS or any designee of KRS shall have the right to be a member of the LP Advisory Committee; provided that in the event an Investor defaults on any Capital Contribution required to be made by it under the Partnership Agreement, is declared a Defaulting Limited Partner under Section 3.03 of the Partnership Agreement or assigns, sells or otherwise transfers in one or more transactions (which transactions may be made on different dates) [REDACTED], the General Partner shall have the right to remove KRS’ designee as a member of the LP Advisory Committee.
(b) In the event KRS is unable to attend a meeting of the LP Advisory Committee, the General Partner ▇▇▇▇▇▇ confirms that the General Partner will send KRS copies of the minutes and other printed materials distributed at such meeting.
Lp Advisory Committee. (a) The General Partner will appoint a committee (the “LP Advisory Committee”) composed of up to [] members (unless the Limited Partners approve an amendment by Special Vote) who shall be appointed in the following order:
(i) First, two representatives of the Province of Nova Scotia
(ii) Then, one representative of each Investor that is not a government or government-controlled agency or entity, each such representative to be designated by the Investor he or she represents, such members to be appointed in order of Capital Commitment of each such Investor, from largest to smallest until the maximum number of members has been appointed.
(b) The LP Advisory Committee shall act by a majority vote and will:
(i) review and make decisions with respect to the matters expressly made subject to the approval of the LP Advisory Committee in this Agreement;
(ii) consult with the General Partner with respect to any proposed action which would give rise to a conflict of interest involving the Partnership;
(iii) advise the General Partner with respect to operational decisions in respect of the Partnership other than investment decisions;
(iv) advise with respect to valuation policies to be used by the Partnership;
(v) advise the General Partner on other such matters the General Partner and the LP Advisory Committee determine are appropriate; and
(vi) engage in such other activities as are incidental to the foregoing.
(c) A Member of the LP Advisory Committee:
(i) may resign by giving the General Partner and the Investor he or she represents [30] days prior written notice;
(ii) shall be deemed to have resigned upon the Investor he or she represents becoming a Defaulting Partner; and
(iii) may be removed at any time by the Investor he or she represents.
(d) The quorum for a meeting of the LP Advisory Committee shall be a majority of its members.
Lp Advisory Committee