Parallel Funds Sample Clauses
The Parallel Funds clause allows for the creation and operation of additional investment vehicles alongside the main fund, typically to accommodate specific regulatory, tax, or investor requirements. These parallel funds invest in the same assets and follow the same investment strategy as the main fund, but may have different terms or structures tailored to certain investors, such as those from different jurisdictions. The core function of this clause is to provide flexibility in fund structuring, ensuring that a broader range of investors can participate while maintaining alignment of interests and investment outcomes across all vehicles.
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Parallel Funds. The Manager may, in its discretion and to the extent permitted by applicable law, create or sponsor partnerships or other vehicles that will be formed for participating pro rata and pari passu in the portfolio companies of the Company. ("Parallel Fund"). The Parallel Fund may consist of certain investors who for a variety of reasons may not wish to participate in the investments through the Company. Any costs associated with the formation and administration of a Parallel Fund will be paid by the investors in the Parallel Fund. It is the intention of the Manager that the Manager of the Company will also act as the Manager of the Parallel Fund; provided, however, if such an arrangement were to become prohibited or result in a conflict of interest, a separate Manager will be established. The Parallel Fund will contain the similar economic terms, rights, restrictions and obligations for its investors as are applicable to Investors in the Company. Like the restrictions on transfer of Interests in the Company, investors in the Parallel Fund will not have the right to transfer their interest in the Parallel Fund without the consent of the Manager, except in certain limited circumstances to permitted transferees. No Parallel Fund shall at any time sell, exchange, transfer or otherwise dispose of an interest in a portfolio company that was acquired as a co-investment with the Company unless (i) the Company and the Parallel Fund sell, exchange, transfer or otherwise dispose of, at substantially the same time, their interest in such portfolio company, and the aggregate amount of such interest sold, exchanged, transferred or otherwise disposed of by the Company and the Parallel Fund is allocated among the Company and the Parallel Fund pro rata in proportion to the aggregate amounts respectively invested by the Company and the Parallel Fund on such portfolio company; and (ii) the terms of such rate, exchange, transfer or other disposition, except to the extent necessary to address regulatory or other legal considerations, are substantially the same as those applicable to such rate, exchange, transfer or other disposition by the Company at such time.
Parallel Funds. In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by a Parallel Fund with the Company in a Portfolio Investment shall be made at the same time and on substantially the same investment terms as the Company and (ii) the Company and each Parallel Fund will dispose of its investments in a Portfolio Investment at the same time and on substantially the same terms, in each case subject to any specific legal, regulatory, tax, or other similar factors applicable to the Company or any such Parallel Fund. A Parallel Fund shall not include an Intermediate Entity, a Successor Fund or any SMA.
Parallel Funds. Notwithstanding any other provision of this Agreement, one or more separate entities may be formed for legal, regulatory, ERISA, tax, currency or other reasons, including the STE Fund (each, a “Parallel Fund” and, collectively, the “Parallel Funds”), which entities are intended to generally invest on a side-by-side basis with the Partnership on a pro rata basis with the Partnership, and on equivalent economic terms as, and at the same time as the Partnership, and is expected to sell or otherwise dispose of its Investments, in each case, concurrently with the sale or other disposition by the Partnership of a like proportion of its Investments and on equivalent economic terms and conditions as the Partnership’s sale or other disposition; it being understood that if one or more Parallel Funds are established to address certain tax and similar considerations, then it can be expected that such Parallel Fund will have different investment portfolios than the Partnership as a result of such considerations. Each Parallel Fund shall be governed by operative agreements with terms and conditions substantially similar to those set forth herein, except to the extent that the General Partner in its sole discretion determines that due to legal, tax, regulatory, ERISA, tax, currency or other considerations or limitations, the terms and conditions applicable to any Parallel Fund should differ from those applicable to the Partnership, including the terms relating to the amount and timing of management fees. Subject to the foregoing, as a result of the formation of any Parallel Funds, all Organizational Expenses and ongoing Operating Expenses shall be allocated among the Partnership and the Parallel Funds in such manner as the General Partner, in its sole discretion, deems to be fair and equitable under the circumstances.
Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capital) and on substantially the same terms as the Partnership (including by means of investing in the Aggregator), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value per unit in the Aggregator. For the avoidance of doubt, (i) any Comparable Fund or any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) other entities relating to additional capital in a single investment in a Portfolio Entity, shall not be considered Parallel Funds.
(b) The General Partner may, in its sole discretion, permit or require an existing Limited Partner to withdraw from the Partnership to facilitate such Limited Partner’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the Aggregator), and to take any other necessary action to consummate the foreg...
Parallel Funds. The Manager may, in its discretion and to the extent permitted by applicable law, create or sponsor partnerships or other vehicles that will be formed for participating pro rata and pari passu in the portfolio companies of the Company (“Parallel Fund”). The Parallel Fund may consist of certain investors who for a variety of reasons may not wish to participate in the investments through the Company. Any costs associated with the formation and administration of a Parallel Fund will be paid by the investors in the Parallel Fund. It is the intention of the Manager that the Manager of the Company will also act as the Manager of the Parallel Fund; provided, however, if such an arrangement were to become prohibited under the terms of this Agreement, a separate Manager would be appointed. The Parallel Fund will likely contain economic terms, rights, restrictions and obligations for its investors that are completely different to those applicable to Investors in the Company.
Parallel Funds. In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by a Parallel Fund with the Company in a Portfolio Investment shall be made at the same time and on substantially the same investment terms as the Company and (ii) the Company and each Parallel Fund will dispose of their investments in a Portfolio Investment at the same time and on substantially the same terms, in each case subject to any specific legal, regulatory, tax, or other similar factors applicable to the Company or any such Parallel Fund. A Parallel Fund shall not include the Unitranche Fund, an Intermediate Entity, a Successor Fund or any SMA.
Parallel Funds. As defined in Section 2.10(a).
Parallel Funds. Investor shall not be required to be admitted to a Parallel Fund without its prior written consent, which consent may be withheld in Investor’s discretion, or before Investor is given a reasonable opportunity to review the organizational documents of the Parallel Fund. 26.
Parallel Funds. 93 ARTICLE IX TRANSFERS BY INVESTORS 95 Section 9.1 General 95 Section 9.2 Transfer of Total Investment of General Partner 96 Section 9.3 Transfer of Total Investment of Investors 97 Section 9.4 Further Requirements 99 Section 9.5 Consequences of Transfers Generally 100 Section 9.6 Capital Account 101 Section 9.7 Additional Filings 101 Section 9.8 Removal of General Partner 101 Section 9.9 Alternative Investment Vehicles. 105 ARTICLE X WITHDRAWAL OF PARTNERS; TERMINATION OF PARTNERSHIP; LIQUIDATION AND DISTRIBUTION OF ASSETS 107 Section 10.1 Withdrawal of Partners 107 Section 10.2 Required Withdrawal of an Investor 107 Section 10.3 Dissolution of Partnership 108 Section 10.4 Distribution in Liquidation 109 Section 10.5 Final Reports 110 Section 10.6 Rights of Limited Partners 110 Section 10.7 Deficit Restoration 110 Section 10.8 Closure of the Liquidation of the Partnership 112 ARTICLE XI NOTICES AND VOTING 112 Section 11.1 Notices. 112 Section 11.2 Voting; Meetings 113 ARTICLE XII AMENDMENT OF PARTNERSHIP AGREEMENT AND POWER OF ATTORNEY 114 Section 12.1 Amendments 114 Section 12.2 Amendment of R.C.S. Luxembourg Recording and Filing 115 Section 12.3 Power-of-Attorney 116 ARTICLE XIII MISCELLANEOUS 117 Section 13.1 Entire Agreement 117 Section 13.2 Governing Law 117 Section 13.3 Effect 117 Section 13.4 Pronouns and Number 117 Section 13.5 Captions 118 Section 13.6 Partial Enforceability 118 Section 13.7 Counterparts 118 Section 13.8 Waiver of Partition 118 Section 13.9 Submission to Jurisdiction 118 Section 13.10 AIFMD Mandatory Investor Information 119 Section 13.11 Counsel to the Partnership 119 Section 13.12 Further Assurances 120 Section 13.13 Anti-Money Laundering. 120 This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP dated as of March 1, 2024 of MONROE CAPITAL PRIVATE CREDIT MASTER FUND V SCSP SICAV-RAIF (the “Partnership”), is by and among Monroe Capital Private Credit Fund V GP S.à ▇.▇., a private limited liability company (société à responsabilité limitée) formed under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, L-1246 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (“R.C.S. Luxembourg”) under number B272124, as managing general partner (associé commandité-gérant), the Special Limited Partner (as defined below), as the initial limited partner, and the Persons who become Limited Partners (as defined below), Note Holders (as...
Parallel Funds. (a) Each Member hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the Managing Member may form and thereafter serve, or have an Affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (any such entity designated by the Managing Member, a “Parallel Fund”). If a Parallel Fund is formed, it shall (subject to any exceptions set forth in this Agreement) make investments and bear expenses relating to each investment pro rata based on the relative capital available for investment from such Parallel Fund and the Fund, in each case on substantially the same terms and conditions as the Fund’s investment, subject to any tax, regulatory, accounting, legal, economic or other considerations that may limit the amount, type or timing of investment by the Fund or such Parallel Fund and provided that a Parallel Fund may solely bear expenses that are specifically attributable to unique aspects of its structure. To the extent reasonably practical, each Parallel Fund shall dispose of any investments that were acquired in any investment made alongside the Fund at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Fund, such Parallel Fund and any other Parallel Funds) as the Fund disposes of its investments that were acquired by the Fund in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal, economic or other considerations. Expenses similar to the expenses in paragraph 6.2 may also be incurred by any Parallel Fund. The Managing Member shall allocate expenses amongst the Fund and any Parallel Fund in a manner that the Managing Member reasonably determines in good faith to be fair and equitable to the Fund and any Parallel Funds.
(b) Notwithstanding anything to the contrary in this Agreement, the Managing Member may, in its good faith discretion (and without the act of any other Member), (i) enter into any agreement that permits an existing Member to withdraw from the Fund and instead participate as a member of a Parallel Fund, or (ii) if the Managing Member reasonably determines that a Member’s status as a Member creates a Fund Regulatory Risk, require such Member to withdraw from the Fund and instead p...