Appendix 2.B: TallTree Ventures IV.
Fund Size $250 million
Term: following the tenth anniversary of initial closing, the term of the partnership will expire on december 31st, unless it is extended for up to two consecutive one-year periods at the discretion of the greater partner. This is to permit orderly dissolution, and no management fees will be charged during any such extension.
Commitment Period: following the fifth anniversary of the initial closing, all partners will be released from any further obigation with respect to their unfunded commitments on Dec 31st except to the extent necessary to cover expenses and obligations of the partnership (including management fees) in an aggregate amount not to exceed unfunded commitments.
Management Fees: The annual contributions will equal 2 percent of committed capital for the first time 10 years of the fund. These contributions will be paid quarterly.
Distributions: Distributions in respect of any partnership investment will be made in the following order of priority:
1. 100 percent to be limited partners until they have received an amount equal to their contributed capital, plus a prority return equal to 8 percent (compounded annually)
2. 100 percent to the general partner until the genera l partner has received catch up distributions equal to 20 percent of the sum of such distributions and the preference distribution in part (1)
3. 80 percent to the limited partners and 20 percent to the general partner.
General Partner Clawback Obligation : Upon liquidation of the fund, the general partner will be required to restore funds to the partnership to the extent that it has received cumulative distributions in excess of amounts otherwise distributable pursuant to the distribution formula set forth above, applied on an aggregate basis covering all partnership investments, but in no event more than the cumulative distributions received by the general partner solely in respect of its carried interest.
Diversification and Investment Limits: the fund may not invest more than 20 percent of aggregate commitments in any single portfolio company.