Common use of Capital Contributions and Units of Partnership Interest Clause in Contracts

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class Z units may be subject to reduced brokerage charges. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall generally depend upon the status of such Limited Partners. Units of Limited Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as described in the Memorandum. For the avoidance of any doubt, Class Z units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class Z “D Units of Limited Partnership Interest” Interest which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1112, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class class of Units of Limited Partnership Interest, except that purchasers of Class Z D units may be subject to reduced brokerage charges. The Class of Units of Limited Partnership Interest units that a Limited Partner receives shall will generally depend upon the status amount invested in the Partnership, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of such investment amount. Generally, Limited Partners. Units of Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or more in the Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates will receive Class D units (and their family members) shall be designated as the “Class Z unitsD Account Minimum”). The General Partner may also offer Class Z units to certain may, without the consent of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z D Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In Units of General Partnership Interest and Units of Limited Partnership Interest allocated to the event that Special Limited Partner as the General Partner offers Class Z units to Consulting Clients, such Consulting Clients Profit Share (defined below) shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as described in the Memorandum. For the avoidance of any doubt, fees payable by Class Z units are subject to withdrawal restrictions set forth in this Agreement and the MemorandumA units. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchasedpurchased (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. Notwithstanding the provisions of Paragraph 8, the Special Limited Partner shall make a capital contribution to the Partnership (and shall maintain an interest in the Partnership for as long as the Special Limited Partner is a special limited partner of the Partnership) in an amount greater than or equal to either (i) one-quarter of 1% of the Net Assets of the Partnership (as such term is defined in Paragraph 7(d)(2)); or (ii) $100,000, whichever is greater. The Special Limited Partner will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A A, Class D or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class class of Units of Limited Partnership Interest, except that purchasers of Class D Units of Limited Partnership Interest and Class Z units Units of Limited Partnership Interest may be subject to reduced brokerage charges. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall will generally depend upon the amount invested in the Partnership and the status of such Limited Partners. Partner, although the General Partner may determine to offer Class A or Class D Units of Limited Partnership Interest purchased by certain employees to a Limited Partner in its sole discretion, regardless of Xxxxxx Xxxxxxx Xxxxx Xxxxxx investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A Units of Limited Partnership Interest, while Limited Partners investing $5,000,000 or its affiliates more in the Partnership will receive Class D Units of Limited Partnership Interest (and their family members) shall be designated as the “Class Z unitsD Account Minimum”). The General Partner may also offer Class Z units to certain may, without the consent of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest, Class D Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In the event that the Units of General Partner offers Class Z units to Consulting Clients, such Consulting Clients Partnership Interest shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as described in the Memorandum. For the avoidance fees payable by Class A Units of any doubt, Class Z units are subject to withdrawal restrictions set forth in this Agreement and the MemorandumLimited Partnership Interest. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted Units of Limited Partnership Interest purchased by the General Partner certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be deemed admitted designated as Class Z Units of Limited Partners at the time they are reflected as such in the books and records of the PartnershipPartnership Interest. The General Partner may, without the consent may also offer Class Z Units of Limited Partnership Interest to certain of the Limited PartnersPartners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). In the event that the General Partner offers Class Z Units of Limited Partnership Interest to Consulting Clients, offer additional classes such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z Units of Limited Partnership Interest shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of Units of Limited Partnership Interest based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as it may determine described in its sole discretion the Memorandum. For the avoidance of any doubt, Class Z Units of Limited Partnership Interest are subject to offer from time to timewithdrawal restrictions set forth in this Agreement and the Memorandum.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A A, Class D or Class Z “Units of Limited Partnership Interest,” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class class of Units of Limited Partnership Interest, except that purchasers of Class D units and Class Z units may be subject to a reduced brokerage chargesongoing selling agent fee. The Class of Units of Limited Partnership Interest units that a Limited Partner receives shall will generally depend upon the amount invested in the Partnership and the status of such Limited PartnersPartner. Units of Limited Partnership Interest purchased by (i) certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or and/or its affiliates subsidiaries (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to and (ii) certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx, LLC (doing business as Xxxxxx financial advisor or private wealth advisor Xxxxxxx Wealth Management (“Xxxxxx Xxxxxxx Wealth Management”)) (each a “Consulting Client’”), shall be designated as Class Z Units of Limited Partnership Interest. All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A or Class D units, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or such other more in the Partnership will receive Class D units (the “Class D Account Minimum”). The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest, Class D Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor Wealth Management (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units Units of Limited Partnership Interest shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units Units of Limited Partnership Interest based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage ongoing selling agent fee as described in the Memorandum. Notwithstanding the foregoing, if any such former Consulting Client is also an employee of Xxxxxx Xxxxxxx or a subsidiary and remains a Limited Partner, such employee may continue to hold Class Z Units of Limited Partnership Interest and shall not be subject to the ongoing selling agent fee as described in the Memorandum. For the avoidance of any doubt, Class Z units Units of Limited Partnership Interest are subject to withdrawal redemption restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.”

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Partner Interest.” in the Limited Partnership. Interests in the Partnership, other than those of the General Partner and the Special Limited Partner, shall be evidenced by Class A or Class Z “D Units of Limited Partnership Interest” Interest which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class Z units A and Class D Units may be subject to reduced brokerage chargesdifferent ongoing selling agent fees, as set forth in the Memorandum. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall will generally depend upon the status amount invested in the Partnership, although the General Partner may determine to offer Class A or Class D Units to a Limited Partner in its sole discretion, regardless of such investment amount. Generally, Limited Partners. Partners investing up to $4,999,999 in the Partnership will receive Class A Units, while Limited Partners investing $5,000,000 or more in the Partnership will receive Class D Units of Limited Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as the “Class Z unitsD Account Minimum”). The General Partner may also offer Class Z units to certain may, without the consent of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z D Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In Units of Special Limited Partner Interest (as defined below, and including Units of Limited Partnership Interest allocated to the event that the Special Limited Partner as Profit Share (as defined below)) and Units of General Partner offers Class Z units Interest shall each be subject to Consulting Clients, such Consulting Clients shall be bound by the terms their pro rata share of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class brokerage and transaction costs of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, Partnership and (ii) become the operating expenses of the Partnership, including legal, filing and accounting fees. However, such Units of Special Limited Partner Interest and Units of General Partner Interest will not be subject to the applicable brokerage fee as described in the Memorandum. For the avoidance of any doubtadvisory or administrative fees, Class Z units are subject to withdrawal restrictions set forth in this Agreement and the Memorandumongoing selling agent fees or Profit Share allocations. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchasedpurchased (except as noted with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value per Unit of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase. Notwithstanding the provisions of Paragraph 8, the Special Limited Partner shall make a capital contribution to the Partnership (and shall maintain an interest in the Partnership for as long as the Special Limited Partner is a special limited partner of the Partnership) in an amount greater than or equal to either (i) one-quarter of 1% of the Net Assets of the Partnership (as such term is defined in Paragraph 7(d)(2)); or (ii) $100,000, whichever is greater. The Special Limited Partner’s contribution and the Units of Limited Partnership Interest allocated to the Special Limited Partner as the Profit Share shall be evidenced by “Units of Special Limited Partner Interest” in the Limited Partnership. The Units of Special Limited Partner Interest will possess the same voting power as, and shall pay will be considered as Units of, Class A Units of Limited Partnership Interest solely for the purpose of any Limited Partner vote under this Agreement. The Special Limited Partner will receive a quarterly Profit Share allocation issued in addition the selling commissionUnits of Special Limited Partner Interest, if any, which must be paid with respect to such purchaseas described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on made by completing and executing a subscription agreement, the form provided in of which is attached to the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class Z units Units may be subject to reduced brokerage chargesongoing selling agent fees. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall generally depend upon the status of such Limited Partners. Units of Limited Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx, LLC (doing business as, Xxxxxx financial advisor or private wealth advisor Xxxxxxx Wealth Management (“Xxxxxx Xxxxxxx Wealth Management”)) (each a “Consulting Client’”) shall be designated as Class Z Units. Class Z Units may also be offered to certain employees of Xxxxxx Xxxxxxx and/or its subsidiaries (and their family members). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units Units or such other classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units Units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units Units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage ongoing selling agent fee as described in the Memorandum. Notwithstanding the foregoing, if any such former Consulting Client is also an employee of Xxxxxx Xxxxxxx or a subsidiary and remains a Limited Partner, such employee will continue to hold Class Z Units and will not be subject to the ongoing selling agent fee described in the Memorandum. For the avoidance of any doubt, Class Z units Units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class Z units Units may be subject to reduced brokerage chargesongoing selling agent fees. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall generally depend upon the status of such Limited PartnersPartner. Units of Limited Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx, LLC (doing business as Xxxxxx financial advisor or private wealth advisor Xxxxxxx Wealth Management (“Xxxxxx Xxxxxxx Wealth Management”)) (each a “Consulting Client’”) shall be designated as Class Z Units. Class Z Units may also be offered to certain employees of Xxxxxx Xxxxxxx and/or its subsidiaries (and their family members). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units Units or such other classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor Wealth Management (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units Units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units Units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage ongoing selling agent fee as described in the Memorandum. Notwithstanding the foregoing, if any such former Consulting Client is also an employee of Xxxxxx Xxxxxxx or a subsidiary and remains a Limited Partner, such employee may continue to hold Class Z Units and will not be subject to the ongoing selling agent fee described in the Memorandum. For the avoidance of any doubt, Class Z units Units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required Partnership, immediately prior to ensure that the time the Partnership will continue to be treated commences trading activities and as a partnership for federal income tax purposesnecessary thereafter, an amount which shall at least equal the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than 30 days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A A, Class D or Class Z “Units of Limited Partnership Interest,” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class D Units and Class Z units Units may be subject to reduced brokerage chargesongoing selling agent fees. The Class of Units of Limited Partnership Interest units that a Limited Partner receives shall generally depend upon the amount invested in the Partnership and the status of such Limited PartnersPartner. Units of Limited Partnership Interest purchased by (i) certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or and/or its affiliates subsidiaries (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to and (ii) certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx, LLC (doing business as Xxxxxx financial advisor Xxxxxxx Wealth Management (“Xxxxxx Xxxxxxx Wealth Management”)) or private wealth advisor any other selling agent engaged by the Partnership (each a “Consulting Client’”), shall be designated as Class Z Units of Limited Partnership Interest. All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A or Class D units, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or such other more in the Partnership will receive Class D units (the “Class D Account Minimum”). The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest, Class D Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor Wealth Management or private wealth advisor any other selling agent engaged by the Partnership (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units Units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units Units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, Partnership adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage ongoing selling agent fee as described in the Memorandum. Notwithstanding the foregoing, if any such former Consulting Client is also an employee of Xxxxxx Xxxxxxx or a subsidiary and remains a Limited Partner, such employee may continue to hold Class Z Units and will not be subject to the ongoing selling agent fee described in the Memorandum. For the avoidance of any doubt, Class Z units Units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. For purposes of such purchases, any accrued liability for reimbursement of offering and organizational expenses will not reduce Net Asset Value per Unit. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. The General Partner may, in its discretion, split the Units at any time, provided that any such action will not adversely affect the capital account of any limited partner. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A A, Class D or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class class of Units of Limited Partnership Interest, except that purchasers of Class D Units of Limited Partnership Interest and Class Z units Units of Limited Partnership Interest may be subject to reduced brokerage charges. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall will generally depend upon the amount invested in the Partnership and the status of such Limited Partners. Partner, although the General Partner may determine to offer Class A or Class D Units of Limited Partnership Interest purchased by certain employees to a Limited Partner in its sole discretion, regardless of Xxxxxx Xxxxxxx Xxxxx Xxxxxx investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A Units of Limited Partnership Interest, while Limited Partners investing $5,000,000 or its affiliates more in the Partnership will receive Class D Units of Limited Partnership Interest (and their family members) shall be designated as the “Class Z unitsD Account Minimum”). The General Partner may also offer Class Z units to certain may, without the consent of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest, Class D Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In the event that the Units of General Partner offers Class Z units to Consulting Clients, such Consulting Clients Partnership Interest shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as described in the Memorandum. For the avoidance fees payable by Class A Units of any doubt, Class Z units are subject to withdrawal restrictions set forth in this Agreement and the MemorandumLimited Partnership Interest. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted Units of Limited Partnership Interest purchased by the General Partner certain employees of Mxxxxx Sxxxxxx Xxxxx Bxxxxx or its affiliates (and their family members) shall be deemed admitted designated as Class Z Units of Limited Partners at the time they are reflected as such in the books and records of the PartnershipPartnership Interest. The General Partner may, without the consent may also offer Class Z Units of Limited Partnership Interest to certain of the Limited PartnersPartners receiving advisory services from a Mxxxxx Sxxxxxx Xxxxx Bxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). In the event that the General Partner offers Class Z Units of Limited Partnership Interest to Consulting Clients, offer additional classes such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Mxxxxx Sxxxxxx Xxxxx Bxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z Units of Limited Partnership Interest shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of Units of Limited Partnership Interest based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as it may determine described in its sole discretion the Memorandum. For the avoidance of any doubt, Class Z Units of Limited Partnership Interest are subject to offer from time to timewithdrawal restrictions set forth in this Agreement and the Memorandum.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A A, Class D or Class Z “Units of Limited Partnership Interest,” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 11, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class class of Units of Limited Partnership Interest, except that purchasers of Class D units and Class Z units may be subject to reduced brokerage chargesongoing selling agent fees. The Class of Units of Limited Partnership Interest units that a Limited Partner receives shall will generally depend upon the amount invested in the Partnership and the status of such Limited PartnersPartner. Units of Limited Partnership Interest purchased by (i) certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or and/or its affiliates subsidiaries (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to and (ii) certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx, LLC (doing business as Xxxxxx financial advisor or private wealth advisor Xxxxxxx Wealth Management (“Xxxxxx Xxxxxxx Wealth Management”)) (each a “Consulting Client’”), shall be designated as Class Z Units of Limited Partnership Interest. All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A or Class D units, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or such other more in the Partnership will receive Class D units (the “Class D Account Minimum”). The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest, Class D Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner it may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor Wealth Management (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units Units of Limited Partnership Interest shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units Units of Limited Partnership Interest based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage ongoing selling agent fee as described in the Memorandum. Notwithstanding the foregoing, if any such former Consulting Client is also an employee of Xxxxxx Xxxxxxx or a subsidiary and remains a Limited Partner, such employee may continue to hold Class Z Units of Limited Partnership Interest and shall not be subject to the ongoing selling agent fee as described in the Memorandum. For the avoidance of any doubt, Class Z units Units of Limited Partnership Interest are subject to withdrawal redemption restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class Z “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1112, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each Class of Units of Limited Partnership Interest, except that purchasers of Class Z units may be subject to reduced brokerage charges. The Class of Units of Limited Partnership Interest that a Limited Partner receives shall generally depend upon the status of such Limited Partners. Units of Limited Partnership Interest purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z units. The General Partner may also offer Class Z units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). All other Limited Partners who satisfy the applicable investment and minimum capital contribution requirements shall receive Class A units or such other classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class Z Units of Limited Partnership Interest, the “Classes”) as the General Partner may determine in its sole discretion to offer from time to time. In the event that the General Partner offers Class Z units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of units based on investor qualifications and the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable brokerage fee as described in the Memorandum. For the avoidance of any doubt, Class Z units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchasedpurchased (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of such a Unit of Limited Partnership Interest (or partial unit, as the case may be) as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest as it may determine in its sole discretion to offer from time to time.