Common use of Allocation of Certain Withholding Taxes and Other Expenditures Clause in Contracts

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes or other tax obligations paid or incurred by the Fund, directly or indirectly, that (i) are attributable to any Shareholder or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Account of such Shareholder as of the close of the Accounting Period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder and any successor to such Shareholder’s Shares shall pay upon demand to the Fund the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder that may be eligible for such reduction or exemption; provided that in the event that the Fund determines that a Shareholder is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Shareholder, assist such Shareholder in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent paid or incurred or withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of Managers, shall be charged to only those Shareholders on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Accounts of the applicable Shareholders as of the close of the Accounting Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay to the Fund as a contribution to the capital of the Fund, upon demand to the Fund Board, the amount of such excess. The Fund Board shall not be obligated to cause the Fund to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided that in the event that the Fund Board determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Board may, at the request and expense of such ShareholderMember, cause the Fund to assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Interest shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company ActAct at any time the Company is registered as an “investment company” thereunder, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes or other tax obligations paid or incurred by the Fund, directly or indirectly, that are (i) are attributable to any Shareholder Member or (ii) results from any Shareholder’s Member's participation in the Fund, including, but not limited to, a Shareholder’s Member's failure to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Account of such Shareholder Member as of the close of the Accounting Period accounting period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares shall pay upon demand to the Fund Fund, as a Capital Contribution to the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s Member's failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(sMember(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(sMember(s) as of the close of the Accounting Period accounting period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent paid or incurred or withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the ShareholdersMembers, as determined by the Board of Managers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Accounts of the applicable Shareholders as of the close of the Accounting Period during which any such items were paid or accrued by the FundMembers.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Units shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company ActAct at any time the Company is registered as an “investment company” thereunder, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder or (ii) results from any Shareholder’s participation in the FundMember, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by then the Board of Managers, without limitation of any other rights of the Company or the Managers, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Board of Managers, the amount of such excess. The Fund Board of Managers shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Board of Managers determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Board of Managers may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board of Managers to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes or other tax obligations paid or incurred by the Fund, directly or indirectly, that (i) are attributable to any Shareholder Member or (ii) results from any ShareholderMember’s participation in the Fund, including, but not limited to, a ShareholderMember’s failure to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Account of such Shareholder Member as of the close of the Accounting Period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Interests shall pay upon demand to the Fund the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any ShareholderMember’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(sMember(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(sMember(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent paid or incurred or withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the ShareholdersMembers, as determined by the Board of Managers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Accounts of the applicable Shareholders Members as of the close of the Accounting Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes or other tax obligations paid or incurred by the Fund, directly or indirectly, that (i) are attributable to any Shareholder Member or (ii) results from any ShareholderMember’s participation in the Fund, including, but not limited to, a ShareholderMember’s failure to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Account of such Shareholder Member as of the close of the Accounting Period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares shall pay upon demand to the Fund the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any ShareholderMember’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(sMember(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(sMember(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent paid or incurred or withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the ShareholdersMembers, as determined by the Board of Managers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Accounts of the applicable Shareholders Members as of the close of the Accounting Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder or (ii) results from any Shareholder’s participation in the FundMember, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by then the Board of Managers, without limitation of any other rights of the Company or the Managers, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Board of Managers, the amount of such excess. The Fund Board of Managers shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Board of Managers determines that a Shareholder is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Shareholder, assist such Shareholder in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund.Member is (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board of Managers to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder or (ii) results from any Shareholder’s participation in the FundMember, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by then the Board of Managers, without limitation of any other rights of the Company or the Managers, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Interest shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Board of Managers, the amount of such excess. The Fund Board of Managers shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Board of Managers determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Board of Managers may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board of Managers to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany. For the avoidance of doubt, for purposes of allocations, including the Incentive Allocation, any taxes withheld from the Company, or paid by the Company, attributable to the status action or inaction of a Member shall be deemed distributed to such Member.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Interest shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Managing Member, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the FundManaging Member, including, but not limited to, a Shareholder’s failure will cause the amount of the obligation to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Capital Account of such Shareholder as of the close of Member when the Accounting Period during which Company pays the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder the Member’s ownership of Units shall be reduced by the amount of such taxesas provided in Section 8.1. If the amount of the taxes exceeds the value of all such taxes is greater than any such distributable amountsMember’s Units, then such Shareholder the Member and any successor to such Shareholderthe Member’s Shares shall Units will pay to the Company as a Capital Contribution, upon demand to by the Fund Managing Member, the amount of such the excess. The Fund shall Managing Member will not be obligated to apply for or obtain a reduction of of, or exemption from from, withholding tax on behalf of any Shareholder Member that may be eligible for such the reduction or exemption; provided that , except that, in the event that the Fund Managing Member determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Managing Member may, at the request and expense of such Shareholderthe Member, assist such Shareholder the Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company ActAgreement, any material expenditures payable by the FundCompany (including the Management Fee, directly or indirectly, Administrative Fee and any other Fund itemsAcquisition Fees), to the extent determined by the Managing Member to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the ShareholdersMembers, as determined by the Board of Managers, shall will be charged to only those Shareholders Members on whose behalf such expenditures or items the payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such The charges or items shall will be debited from the Capital Accounts of the applicable Shareholders Members as of the close of the Accounting Period (or at such other time(s) determined by the Managing Member) during which any such the items were paid or accrued by the FundCompany and the Unit ownership of such Members (or the applicable Series NAV) will be adjusted as provided in Section 8.1.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Units shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany. (c) For taxable years beginning after December 31, 2017, if there are any assessments made against the Company pursuant to Section 6221 of the Code, as then applicable, such assessments shall be charged to the Members as determined by the Board. To the extent possible, such charges shall be debited from the Capital Accounts of such Members as of the close of the Fiscal Period during which any such assessments were paid or accrued by the Company.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.. 15

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Managing Member, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the FundManaging Member, including, but not limited to, a Shareholder’s failure will cause the amount of the obligation to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Capital Account of such Shareholder as of the close of Member when the Accounting Period during which Company pays the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder the Member’s ownership of Units shall be reduced by the amount of such taxesas provided in Section 8.1. If the amount of the taxes exceeds the value of all such taxes is greater than any such distributable amountsMember’s Units, then such Shareholder the Member and any successor to such Shareholderthe Member’s Shares shall Units will pay to the Company as a Capital Contribution, upon demand to by the Fund Managing Member, the amount of such the excess. The Fund shall Managing Member will not be obligated to apply for or obtain a reduction of of, or exemption from from, withholding tax on behalf of any Shareholder Member that may be eligible for such the reduction or exemption; provided that , except that, in the event that the Fund Managing Member determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Managing Member may, at the request and expense of such Shareholderthe Member, assist such Shareholder the Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company ActAgreement, any material expenditures payable by the Fund, directly or indirectly, Company (including the Management Fee and any other Fund itemsAcquisition Fees), to the extent determined by the Managing Member to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the ShareholdersMembers, as determined by the Board of Managers, shall will be charged to only those Shareholders Members on whose behalf such expenditures or items the payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such The charges or items shall will be debited from the Capital Accounts of the applicable Shareholders Members as of the close of the Accounting Period (or at such other time(s) determined by the Managing Member) during which any such the items were paid or accrued by the FundCompany and the Unit ownership of such Members (or the applicable Class NAV) will be adjusted as provided in Section 8.1.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes For each taxable year that the Company is treated as a partnership for U.S. federal income tax purposes, if the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Units shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except For each taxable year that the Company is treated as a partnership for U.S. federal income tax purposes, except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes or other tax obligations paid or incurred by the Fund, directly or indirectly, that (i) are attributable to any Shareholder or (ii) results from any Shareholder’s 's participation in the Fund, including, but not limited to, a Shareholder’s 's failure to provide any requested information under FATCA, as determined by the Board of Managers, shall be debited against the Account of such Shareholder as of the close of the Accounting Period during which the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder and any successor to such Shareholder’s 's Shares shall pay upon demand to the Fund the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder that may be eligible for such reduction or exemption; provided that in the event that the Fund determines that a Shareholder is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Shareholder, assist such Shareholder in applying for such refund. If any tax arises as a result of any Shareholder’s 's failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent paid or incurred or withheld, directly or indirectly, on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of Managers, shall be charged to only those Shareholders on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges or items shall be debited from the Accounts of the applicable Shareholders as of the close of the Accounting Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Company incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Company income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Company or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Fund Company pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such ShareholderMember’s Shares Units shall pay to the Company as a contribution to the capital of the Company, upon demand to of the Fund Company, the amount of such excess. The Fund Company shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Company determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Company may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund itemsCompany, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the FundCompany.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Fund income allocable to any Shareholder or (ii) results from any Shareholder’s participation in the FundMember, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by then the Board of Managers, without limitation of any other rights of the Fund or the Managers, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of the close of the Accounting Period during which Member when the Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay upon demand to the Fund as a contribution to the capital of the Fund, upon demand of the Board of Managers, the amount of such excess. The Fund Board of Managers shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Fund Board of Managers determines that a Shareholder Member is eligible for a refund of any withholding tax, the Fund Board of Managers may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board of Managers to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Fund.

Allocation of Certain Withholding Taxes and Other Expenditures. (a) Withholding taxes If the Master Fund incurs a withholding tax or other tax obligations paid or incurred by obligation with respect to the Fund, directly or indirectly, that (i) are attributable share of Master Fund income allocable to any Shareholder Member, then the Board, without limitation of any other rights of the Master Fund or (ii) results from any Shareholder’s participation in the Fund, including, but not limited to, a Shareholder’s failure to provide any requested information under FATCA, as determined by the Board of ManagersBoard, shall cause the amount of such obligation to be debited against the Capital Account of such Shareholder as of Member when the close of the Accounting Period during which the Master Fund pays or incurs such obligation, and any amounts then or thereafter distributable to such Shareholder Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Shareholder Member and any successor to such Shareholder’s Shares Member's Interest shall pay to the Master Fund as a contribution to the capital of the Master Fund, upon demand to of the Fund Master Fund, the amount of such excess. The Master Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Shareholder Member that may be eligible for such reduction or exemption; provided provided, that in the event that the Master Fund determines that a Shareholder Member is eligible for a refund of any withholding tax, the Master Fund may, at the request and expense of such ShareholderMember, assist such Shareholder Member in applying for such refund. If any tax arises as a result of any Shareholder’s failure to provide information as requested under sub-clause (ii) above, to the extent possible the Fund shall allocate such tax pro-rata based on Account balance to the Shareholder(s) who did not provide the requested information and shall be debited from the Accounts of the applicable Shareholder(s) as of the close of the Accounting Period during which any such tax was paid or accrued by the Fund. (b) Except as otherwise provided for in this Agreement and unless prohibited by the Investment Company 1940 Act, any material expenditures payable by the Master Fund, directly or indirectly, and any other Fund items, to the extent determined by the Board to have been paid or incurred or withheld, directly or indirectly, withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Shareholders, as determined by the Board of ManagersMembers, shall be charged to only those Shareholders Members on whose behalf such expenditures or items payments are paid or incurred made or whose particular circumstances gave rise to such expenditures or itemspayments. Such charges or items shall be debited from the Capital Accounts of the applicable Shareholders such Members as of the close of the Accounting Fiscal Period during which any such items were paid or accrued by the Master Fund.