Common use of Repurchase of Interests Clause in Contracts

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest or tender to the Fund for repurchase that Interest or portion thereof; provided, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine in its sole discretion. (b) The Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited to situations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor; (ii) ownership of the Interest or portion of the Interest by an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any Interest under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor in connection with the acquisition of an Interest or portion of an Interest was not true when made or has ceased to be true; or (v) the value of an Investor’s Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors. The amount due to any Investor whose Interest or portion thereof is repurchased shall be equal to the value of such Investor’s Capital Account or portion thereof as applicable as of the valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest or tender to the Fund for repurchase that Interest or portion thereof; providedPROVIDED, howeverHOWEVER, that a Special Member or Seed Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine in its sole discretion. (b) The Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an 18 Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s 's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited to situations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor; (ii) ownership of the Interest or portion of the Interest by an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any Interest under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor in connection with the acquisition of an Interest or portion of an Interest was not true when made or has ceased to be true; or (v) the value of an Investor’s 's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for of such repurchase (the “Initial Payment”"INITIAL PAYMENT"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for of such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors, which date shall be after the date set for receipt by the Fund of all eligible written tenders of Interests or portions thereof. The amount due to any Investor whose Interest or portion thereof is repurchased shall be equal to the value of such Investor’s 's Capital Account or portion thereof as applicable as of the valuation effective date for such of repurchase, after giving effect to all allocations to be made to such Investor’s 's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest or tender to the Fund for repurchase that Interest or portion thereof; providedPROVIDED, howeverHOWEVER, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine in its sole discretion. (b) The Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s 's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited to situations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor; (ii) ownership of the Interest or portion of the Interest by an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any Interest under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor in connection with the acquisition of an Interest or portion of an Interest was not true when made or has ceased to be true; or (v) the value of an Investor’s 's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted on a quarterly basis beginning no later than as of June 30, 2010 or at such other intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s 's Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ ' sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”"INITIAL PAYMENT"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors. The amount due to any Investor whose Interest or portion thereof is repurchased shall be equal to the value of such Investor’s 's Capital Account or portion thereof as applicable as of the valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s 's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest or tender to the Fund for repurchase that Interest or portion thereof; provided, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine in its sole discretion. (b) The Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another InvestorInvestor or Person, at the most recently calculated net asset valuation of such Investor’s Available 's Capital Account Balancebalance, for any reason deemed advisable by the Board of Directors, including but not limited to situations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor; (ii) ownership of the Interest or portion of the Interest by an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any Interest under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction, or may subject the Fund or any Investor to an undue risk of adverse tax consequence (such as the Fund Fund's no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or Subadviser or prevent the Adviser or Subadviser from receiving any Subadviserfees in respect of the Fund or such Investor; (iv) any of the representations and warranties made by an Investor in connection with the acquisition of an Interest or portion of an Interest was not true when made or has ceased to be true; or; (v) the value of an Investor’s 's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board of Directors determines to be a maximum investment in the Fund.; or (cvi) Without limitation upon it would be in the powers best interests of the Board of Directors specified in paragraph (b) of this Section 6.3Fund, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as determined by the Board of Directors in its sole discretion shall determine. If any discretion, for the Fund to repurchase such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the an Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (dc) Repurchases of Interests or portions thereof by the Fund shall be payable in at such time and in such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, note (which need not bear interest), or a combination thereof, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for of such repurchase (the “"Initial Payment”"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment to be made at a date subsequent to the date of the Initial Payment in cash or a promissory note, note (which need not bear interest), or a combination thereof, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for of such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), ) over (y) the Initial Payment. Each Investor, by its execution of this Agreement (or of a Subscription Agreement pursuant to Section 5.1 hereof) hereby expressly grants to the Board of Directors the authority to determine the terms of the promissory notes referred to in the preceding sentence. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities or other property (or any combination of Securities Securities, other property and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose impose, including any condition with respect to maintaining a minimum Capital Account balance, and shall be effective as of a date set by the Board of Directors, which date shall be after the date set for receipt by the Fund of all eligible written tenders of Interests or portions thereof. The amount due to any Investor whose Interest or portion thereof is repurchased shall be equal to the value of such Investor’s Capital Account or portion thereof as applicable as of the valuation date for such repurchase, after giving effect to reflect all allocations to be made to such Investor’s 's Capital Account as of the effective date of such daterepurchase. (d) Subject to the approval of the Board of Directors and compliance with the 1940 Act, the Fund may impose a redemption fee in connection with repurchases of Interests (or portions thereof), including a fee applicable to repurchases of Interests (or portions thereof) effected prior to the Incentive Allocationexpiration of a specified period subsequent to an Investor's admission to the Fund.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person Limited Partner holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest withdraw or tender to the Fund for repurchase that an Interest or portion thereof; provided. At the investment advisor's recommendation, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine from time to time, in its sole discretioncomplete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The Board of Directors General Partner may cause the Fund to repurchase an Interest or portion thereof of an Investor a Limited Partner from a Limited Partner in the event that the General Partner or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited Directors determine or have reason to situations in whichbelieve that: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 11.3 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence incompetency of an Investora Limited Partner; (ii) ownership of the Interest or portion of the such an Interest by an Investor or other person is likely to a Limited Partner will cause the Fund to be in violation of, or require registration of all or any portion of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, securities or commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any Investor of the Partners to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor a Limited Partner in connection with the acquisition of an Interest or portion of an Interest thereof was not true when made or has ceased to be true; or (v) it would be in the value best interest of an Investor’s Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or more than an amount that the Board determines to be a maximum investment in the Fundportion thereof. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory notecash, which need not bear without interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of DirectorsDirectors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Investor Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such InvestorLimited Partner’s Capital Account or portion thereof as applicable Interest as of the applicable tender valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest or tender to the Fund for repurchase that Interest or portion thereof; providedPROVIDED, howeverHOWEVER, that a Special Member or Seed Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine in its sole discretion. (b) The Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s 's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited to situations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor; (ii) ownership of the Interest or portion of the Interest by an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any Interest under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor in connection with the acquisition of an Interest or portion of an Interest was not true when made or has ceased to be true; or (v) the value of an Investor’s 's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted semi-annually or at such other intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest interest-bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly any semi-annual tender offer would ordinarily be the last business day of each quarterJune or December), after giving effect to all allocations to be made to such Investor’s 's Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ ' sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “"Initial Payment”"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors. The amount due to any Investor whose Interest or portion thereof is repurchased shall be equal to the value of such Investor’s 's Capital Account or portion thereof as applicable as of the valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s 's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person Limited Partner holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest withdraw or tender to the Fund for repurchase that an Interest or portion thereof; provided. At the investment adviser’s recommendation, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine from time to time, in its sole discretioncomplete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The Board of Directors General Partner may cause the Fund to repurchase an Interest or portion thereof of an Investor a Limited Partner from a Limited Partner in the event that the General Partner or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited Directors determine or have reason to situations in whichbelieve that: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 11.3 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence incompetency of an Investora Limited Partner; (ii) ownership of the Interest or portion of the such an Interest by an Investor or other person is likely to a Limited Partner will cause the Fund to be in violation of, or require registration of all or any portion of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any Investor of the Partners to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal consequences or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviserrestrictions; (iv) any of the representations and warranties made by an Investor a Limited Partner in connection with the acquisition of an Interest or portion of an Interest thereof was not true when made or has ceased to be true; or (v) it would be in the value best interest of an Investor’s Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or more than an amount that the Board determines to be a maximum investment in the Fundportion thereof. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory notecash, which need not bear without interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of DirectorsDirectors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Investor Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80%, or such other amount as determined by the Board, of the net asset value of such InvestorLimited Partner’s Capital Account or portion thereof as applicable Interest as of the applicable tender valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person Limited Partner holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest withdraw or tender to the Fund for repurchase that an Interest or portion thereof; provided. At the investment adviser’s recommendation, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine from time to time, in its sole discretioncomplete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The Board of Directors General Partner may cause the Fund to repurchase an Interest or portion thereof of an Investor a Limited Partner from a Limited Partner in the event that the General Partner or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited Directors determine or have reason to situations in whichbelieve that: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 11.3 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence incompetency of an Investora Limited Partner; (ii) ownership of the Interest or portion of the such an Interest by an Investor or other person is likely to a Limited Partner will cause the Fund to be in violation of, or require registration of all or any portion of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, securities or commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any Investor of the Partners to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor a Limited Partner in connection with the acquisition of an Interest or portion of an Interest thereof was not true when made or has ceased to be true; or (v) it would be in the value best interest of an Investor’s Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or more than an amount that the Board determines to be a maximum investment in the Fundportion thereof. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory notecash, which need not bear without interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of DirectorsDirectors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Investor Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such InvestorLimited Partner’s Capital Account or portion thereof as applicable Interest as of the applicable tender valuation date. (d) The Fund may repurchase Interests or portions thereof prior to the fourth anniversary of the Final Closing Date. If, in accordance with this Section 11.1, a Limited Partner repurchases all or a portion of its Interest prior to the fourth anniversary of the Final Closing Date and the Limited Partner has received aggregate distributions equal to at least 125% of its Capital Commitments, the amount due to the Limited Partner will be reduced by the Carried Interest that would otherwise have been paid to the Special Limited Partner in respect of the Limited Partner’s repurchased Interest if the date for such repurchase, of the repurchase had been after giving effect to all allocations to be made to such Investor’s Capital Account as the fourth anniversary of such date, including the Incentive AllocationFinal Closing Date.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Investor or other person Limited Partner holding an Interest or portion thereof shall have the right to withdraw, require redemption of such Interest withdraw or tender to the Fund for repurchase that an Interest or portion thereof; provided. At the investment adviser's recommendation, however, that a Special Member may receive distributions as provided in Section 5.10. Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may determine from time to time, in its sole discretioncomplete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The Board of Directors General Partner may cause the Fund to repurchase an Interest or portion thereof of an Investor a Limited Partner from a Limited Partner in the event that the General Partner or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a portion of its Interest to another Investor, at the most recently calculated net asset valuation of such Investor’s Available Capital Account Balance, for any reason deemed advisable by the Board of Directors, including but not limited Directors determine or have reason to situations in whichbelieve that: (i) such an Interest or portion thereof has been transferred in violation of Section 6.1 11.3 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetence incompetency of an Investora Limited Partner; (ii) ownership of the Interest or portion of the such an Interest by an Investor or other person is likely to a Limited Partner will cause the Fund to be in violation of, or require registration of all or any portion of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, securities or commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any Investor of the Partners to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of the Interest or portion of it by the Investor or other person may be harmful or injurious to the business of the Fund, the Board of Directors, the Adviser or any Subadviser; (iv) any of the representations and warranties made by an Investor a Limited Partner in connection with the acquisition of an Interest or portion of an Interest thereof was not true when made or has ceased to be true; or (v) it would be in the value best interest of an Investor’s Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or more than an amount that the Board determines to be a maximum investment in the Fundportion thereof. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted at such intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of a quarterly tender offer would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors’ sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (d) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory notecash, which need not bear without interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the “Initial Payment”); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of DirectorsDirectors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Investor Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such InvestorLimited Partner’s Capital Account or portion thereof as applicable Interest as of the applicable tender valuation date for such repurchase, after giving effect to all allocations to be made to such Investor’s Capital Account as of such date, including the Incentive Allocation.