Common use of Unit Classes Clause in Contracts

Unit Classes. (a) The Capital of the Partnership shall be divided into classes (“Class”) of Units. The initial classes of Units to be subscribed for will be known as “Class A Units” having the attributes as set out in Schedule “B” hereto. Thereafter Units will be issued in classes designated a Class and so on at the times, in the manner and on the terms as determined by the General Partner. The Classes may be further issued in series, the GP may determine the basis for creating and allocating series with the initial intent being to create series to differentiate Canadian dollar and United States dollar subscriptions. (b) Units of each Class shall have the following characteristics in addition to those set out on Schedule “B” relating to that Class, and similarly as to Units in a series of a Class: (i) each of the issued Units in a Class shall rank equally and shall have no preference or right over any other Unit of that Class; (ii) the attributes, rights, benefits, entitlements, and votes attributed to all Units of a Class are identical on a per Unit basis for that Class. (iii) each Unit (but not committed but unissued Units), will, for all purposes, represent a right to participate, in accordance with the terms of Article 6, in the revenue and distributions arising from the conduct of the Activity of the Partnership and in the costs, expenses, Net Profits, and Net Losses of the Activity of the Partnership, on an equal, pari passu, pro rata per Unit on a Class basis; (iv) each of the Units will have a right to one vote for each Unit in respect of all matters to be decided by the Limited Partners; and (v) the Units will be entitled to their rights of return and participation asset out in the relevant Offering Memorandum and related amended Schedule B hereto. (vi) A Class may be divided into series(“Series”) with each Series having the characteristics set out in the Schedule A for that Class and as described in the relevant Offering Memorandum for the Class and Series offered. (c) The General Partner may determine to have the Partnership issue further Units of the same or a different Class from time to time, and in series or not. Such Units in separate Class or a different series in a Class may be issued at a different price and may bear the right to distributions and entitlements that differ from the other Units, including the Units first issued. (d) Limited Partners may subscribe for a class of Units if they are eligible to do so pursuant to applicable securities laws. The Units will be available for subscription by Class by those subscribers who meet the criteria set out in the relevant Offering Memorandum. (e) The intention, subject to the discretion of the General Partner to change the terms of distribution and reflect the same in the Offering Memorandum and Schedule “B” for a Class issued for classes of Units is to make distribution as follows, provided the same will be made solely from revenue and proceeds available to the Partnership after payment of expenses and pari passu and pro rata with other Units. It is intended that Units will be entitled to distributions, on a pro-rated, pari passu basis as amongst all other holders of the same Class of Units, payable after payment of Partnership Expenses pari passu and pro rata with other Units in accordance with the terms below. Rights to distribution may vary by Class and the description in Schedule "B" as to a Class sets out the right to participate as to either (iii) or (iv) and if applicable in (v) which will be as set out in Schedule "B". Distribution will be made monthly, established on last Business day of each month and paid 15 days after). The distribution terms are: (i) the general costs and fees for the Partnership are paid first, excluding any management fee payable as a percentage of capital invested and subject to any specific agreement as to fees and costs allocated to a Class or Series; (ii) the Amount Available for Distribution which is net of the costs and fees in Section 3.6(f)(ii) will then be calculated and allocated on a pro rata (based on Capital Contributed) pari passu basis to each Class and the Management Fee for each Class calculated and paid to the Manager subject to any specific agreement as to fees and costs allocated to a Class or Series on the basis as described in Schedule “B”; (iii) next, pari passu the net amount by Class from Section 3.6(f)(ii) on a per Unit basis will be paid using the funds available (on a currency separate basis), (some funds may be in reserve in case of shortfall in the following months to smooth out the distributions and avoid a need to claw back in the discretion of the General Partner) until the minimum return on Capital Contribution for each Class is distributed (any balance will be retained to year end); (iv) then an annual true up for the Fiscal year will be calculated and paid within 60 days of calendar year end; the true up is increase the distribution for each Unit pro rata pari passu until each Unit has received a 10% (less Management Fee) return on Capital Contribution for the Fiscal Year; (v) then to divide the amount remaining (if any) of Amount Available for Distribution over the 10% on Capital Contributed (less Management Fee) firstly 50/50 with the Manager (as Manager Bonus) and then equally per Unit. (f) The distributions will be made on the Units to the Limited Partners as determined by the General Partner, provided the same will be made as offered in the relevant Offering Memorandum and solely from revenue and proceeds available to the Partnership after payment of expenses pari passu and pro rata with other Units.