Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012
Amended and Restated Limited Liability Company Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701-3(b)(l)(ii) of the Treasury Regulations. Accordingly, any action described in Section 5.1 or 5.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated limited liability company operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to so such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Inve...
Amended and Restated Limited Liability Company Operating Agreement. Dated February 29, 2012 which BAC will credit to this FuturesAccess Fund's and/or Master Fund's account. In addition, the Sponsor may maintain this FuturesAccess Fund's assets (as well as those of the Master Fund) in deposit or similar accounts with, or in money market funds operated by, one or more affiliates of the Sponsor, which affiliates may benefit from the possession of such assets, as well as with unaffiliated entities. The interest paid by such affiliated and unaffiliated entities on this FuturesAccess Fund's and the Master Fund's cash so invested will be paid to this FuturesAccess Fund or the Master Fund, as the case may be. However, neither the Sponsor nor any of its affiliates (or any third parties) will be obligated to account to this FuturesAccess Fund, the Master Fund or any Investor for any additional economic benefits which the Sponsor or any such affiliate may derive from possession of this FuturesAccess Fund's and the Master Fund's assets.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 to the closing capital account (“Closing Capital Account”) (determined as set forth in Section 2.06) attributable to such Unit for the immediately preceding Accounting Period.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 shall participate in the profits and losses of the Units on the same basis as the Capital Accounts of the Class D Units.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 not be included in Net Asset Value for purposes of calculating the Performance Fees as agreed upon between the Sponsor and the Trading Advisor.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 written or oral notice. Investors who have Securities Accounts may give such notice by contacting their BAC financial advisor or portfolio manager or other BAC investment professional (“Investment Professional”), orally or in writing; Investors who no longer have a Securities Account must submit written notice of redemption, with the signature guaranteed by a United States bank or broker-dealer, to the Sponsor.
Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 determines that: (i) such Investor’s continued holding of Units could result in adverse consequences to this FuturesAccess Fund; (ii) such Investor has a history of excessive exchanges between different FuturesAccess Funds and/or HedgeAccess Funds that is contrary to the purpose and/or efficient management of FuturesAccess and/or HedgeAccess; (iii) such Investor’s investment in the Units, or aggregate investment in FuturesAccess, is below the minimum level established by the Sponsor (including any increase in such minimum level that the Sponsor may implement in the future); (iv) such Investor holds Class M Units and is no longer eligible to hold such Units; or (v) for any other reason.
