Common use of RESIGNATION, REDEMPTION, AND WITHDRAWAL Clause in Contracts

RESIGNATION, REDEMPTION, AND WITHDRAWAL. (a) To the fullest extent permitted by law, except as set forth in Section 6.1 hereof, without approval by the Management Board, the Manager Member shall not have the right to resign or withdraw from the LLC as Manager Member. With approval by the Management Board, the Manager Member may resign or withdraw as Manager Member upon prior written notice to the LLC. Without approval by the Management Board, the Manager Member shall have no right to have all or any portion of its LLC Interests redeemed. Any resigned or withdrawn Manager Member shall retain its interest in the capital of the LLC and its other economic rights under this Agreement as a Non-Manager Member having the number of LLC Points held by the Manager Member prior to its resignation or withdrawal. If a Manager Member who has resigned or withdrawn no longer has any economic interest in the LLC, then upon such resignation or withdrawal, such Person shall cease to be a Member of the LLC. The Manager Member may not be removed by the Members of the LLC for any reason. (b) If the Manager Member is subject to the prohibitions set forth in Section 9(a) of the 1940 Act (an "Ineligible Manager") and none of the Mutual Funds, the LLC or the Manager Member has been able either to obtain an order from the SEC permitting the LLC to continue acting as investment adviser to the Mutual Funds, or otherwise to obtain appropriate comfort as set forth in a written opinion of counsel reasonably acceptable to the Management Board that the LLC may continue acting as investment adviser to the Mutual Funds, then the Ineligible Manager shall withdraw as Manager Member, notwithstanding any other provision of this Agreement to the contrary. Immediately prior to any such withdrawal, the Ineligible Manager shall designate another Person, in its reasonable discretion, who is not subject to the prohibitions set forth in 51 56 Section 9(a) of the 1940 Act to be Manager Member and, notwithstanding any other provision of this Agreement to the contrary, the Ineligible Manager may Transfer all or any portion of its LLC Interests to such Person and upon such terms and conditions as may be set by the Ineligible Manager in its sole discretion (including, without limitation, the condition that such Person return to the Ineligible Manager all or any portion of its LLC Interests at such time or times as may be set by the Ineligible Manager in its sole discretion and to the terms and conditions required by Section 5.6). In addition, notwithstanding anything else set forth herein to the contrary, the Person so designated to become the Manager Member may be required to withdraw as Manager Member whereupon the Ineligible Manager shall again become the Manager Member conditioned upon either (i) the Ineligible Manager no longer being subject to the prohibitions set forth in Section 9(a) of the 1940 Act, (ii) the Mutual Funds, the LLC or the Ineligible Manager obtaining an order from the SEC permitting the LLC to act as investment adviser to the Mutual Fund with the Ineligible Manager as Manager Member, or (iii) the Mutual Funds, the LLC or the Ineligible Manager otherwise obtaining an opinion of counsel reasonably satisfactory to the Management Board that the LLC may act as investment adviser to the Mutual Funds with the Ineligible Manager as Manager Member.