Amount of Incentive Allocation. At any Incentive Allocation Time when the amount, if any, by which the balance in such Partner’s Loss Carryforward Account as of the applicable Incentive Allocation Time is less than zero, the Incentive Allocation as to each Limited Partner will be equal to the product of i) the Incentive Allocation Rate (as described in the next sentence) for that Limited Partner; and (ii) the amount, if any, by which the balance of such Limited Partner’s Loss Carryforward Account is less than zero; provided that if the Incentive Allocation Time is an Incentive Allocation Time solely as a result of a partial withdrawal by such Limited Partner or other distribution to such Partner, such Partner’s Loss Carryforward Account balance will be multiplied by a fraction the numerator of which is the amount withdrawn as of such Incentive Allocation Time and the denominator of which is the balance in such Limited Partner’s Capital Account immediately before giving effect to such withdrawal. The Incentive Allocation Rate for each Limited Partner will be ten percent (10%) or such other rate as such Limited Partner and the General Partner may agree in writing. Any dividends paid or distributions made to a Limited Partner during the time following the prior Incentive Allocation Time, if any, and the current Incentive Allocation Time, shall be added to such Limited Partner’s capital account for purposes of calculating the Incentive Allocation and Loss Carryforward Account.
Amount of Incentive Allocation. At any Incentive Allocation Time when the Fund has experienced new appreciation, the Incentive Allocation will be equal to the product of i) the Incentive Allocation Rate (as described in the next sentence) for the Fund; and (ii) the amount, if any, of the new appreciation. The Incentive Allocation Rate is ten percent (10%). “New Appreciation” shall be the total increase, if any, in the Net Asset Value of the Fund from the end of the last period for which an Incentive Allocation was earned (the “High Water Xxxx”). For purposes of determining New Appreciation, the total increase, if any, in Net Asset Value of the Fund, including realized and unrealized gains and losses, above the High Water Xxxx shall be determined without regard to (i) increases in Net Asset Value due to capital contributions (inclusive of subscription proceeds) and (ii) decreases in Net Asset Value due to withdrawals, distributions, or the Incentive Allocation itself. If Units are withdrawn when there is a loss carryforward for Incentive Allocation calculation purposes (that is, the current level of cumulative New Appreciation is below the High Water Xxxx), such loss carryforward shall be reduced in proportion to the proportion of the total outstanding Units withdrawn.
