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18.19. Co-Investment Risk

Any Investment Compartment may also co-invest in private investments sourced by third party investors unaffiliated with either the Fund, Investment Compartment or the Manager, such as private equity firms. Any Investment Compartment’s ability to realize a profit on such investments will be particularly reliant on the expertise of the lead investor in the transaction. To the extent that the lead investor in such a co-investment opportunity assumes control of the management of the private company, the relevant Investment Compartment will be reliant not only upon the lead investor’s ability to research, analyze, negotiate and monitor such investments, but also on the lead investor’s ability to successfully oversee the operation of the company’s business. Any Investment Compartment’s ability to dispose of such investments is typically severely limited, both by the fact that the securities are unregistered and illiquid and by contractual restrictions that may preclude the relevant Investment Compartment from selling such investment. Often the Investment Compartment may exit such investment only in a transaction, such as an initial public offering or sale of the company, on terms arranged by the lead investor. Such investments may be subject to additional valuation risk, as the Investment Compartment’s ability to accurately determine the fair value of the investment may depend upon the receipt of information from the lead investor. The valuation assigned to such an investment through application of the Investment Compartment’s valuation procedures may differ from the valuation assigned to that investment by other co-investors.

Any Investment Compartment will first offer any Investor the opportunity to co-invest with all other Unit-holders pro-rata, according to their respective capital investments. Thereafter, any remaining Co-Investment opportunity shall be offered to all other Investors pro rata in accordance with their respective capital investments. Thereafter, any remaining Co-Investment opportunity may be offered by the relevant Investment Compartment to third parties. 

Each participant in a Co-Investment opportunity shall be liable for its share of the legal expenses incurred in connection with each such Co-Investment. Always provided that the aggregate amount offered for such Co-Investment does not exceed 50% of the amount invested by each Investment Compartment in each investment.