Common use of Characteristics of Units Clause in Contracts

Characteristics of Units. The following provisions shall apply regarding the Units of the Fund established in accordance with Section 2.1: (a) The number of authorized Units that may be issued shall be unlimited. Units that are re-acquired by the Fund shall be cancelled. (b) Initial units (“Initial Units”) shall be issued to Members (“Initial Members”) who consent thereto (in such form as the Manager may specify) upon the reorganization of the General Investment Fund (the “GIF”) of the Manager on a date (the “Fund Commencement Date”) specified by the Manager for the transfer of the assets of the GIF to the Fund. The number and value of the Initial Units on the Fund Commencement Date shall be equal to the number and value of units of the GIF (“GIF Units”) held by Initial Members, and each Initial Member shall be issued on the Fund Commencement Date the same number of Units as the number of GIF Units that such Initial Member held as of the close of business on the business day immediately preceding the Fund Commencement Date (provided that the foregoing shall be without prejudice to the right, if any, of a Member to redeem units in the GIF pursuant to the terms of the GIF as of the business day immediately preceding the Fund Commencement Date). (c) After the Fund Commencement Date additional Units shall be issued to existing or new Members, in recognition of the contribution of money or securities by a Member to the Fund, as of the first business day of the calendar month following the receipt of such money or securities but valued at the Net Asset Value (as defined in Article V) of the Units as of the close of business on the last business day of the preceding calendar month, provided that the Manager may in its discretion determine to accept an investment into the Fund by any Member (including the Manager itself in its capacity as a Member) as of any other business day at the Net Asset Value of a Unit as of the close of business on the preceding business day. Pending the investment of money contributed to the Fund pursuant to the foregoing, such money shall be held (without credit of interest to the investing Member) in an account at a bank selected by the Manager. Contributions to the Fund in the form of securities shall, in the Manager’s discretion, either (i) be sold for the account of the investing Member, with the resulting proceeds (net of commissions and other costs of disposition, if any) held and contributed to the Fund as aforesaid, or (ii), if the Manager determines in consultation with one of more the Fund’s investment managers and advisers that such securities constitute an appropriate investment by the Fund, be contributed to the Fund on a date determined by the Manager, valued at the fair market value of such securities as determined by the Manager as of the close of business on the preceding business day. The Manager may establish minimum amounts that will be accepted as initial and subsequent contributions to the Fund and may in its discretion waive such minimum amounts. (d) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds (in whatever form the same may be) shall irrevocably belong to the Fund, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund. (e) Except as provided in this Section 2.2(e), dividends or distributions by the Fund (if any) shall be distributed pro rata to the holders of Units in proportion to the number of

Characteristics of Units. The following provisions shall apply regarding the Units of the Fund established in accordance with Section 2.1: (a) The number of authorized Units that may be issued shall be unlimited. Units that are re-acquired by the Fund shall be cancelled. (b) Initial units (“Initial Units”) shall be issued to Members (“Initial Members”) who consent thereto (in such form as the Manager may specify) upon the reorganization of the General Investment Fund (the “GIF”) of the Manager on a date (the “Fund Commencement Date”) specified by the Manager for the transfer of the assets of the GIF to the Fund. The number and value of the Initial Units on the Fund Commencement Date shall be equal to the number and value of units of the GIF (“GIF Units”) held by Initial Members, and each Initial Member shall be issued on the Fund Commencement Date the same number of Units as the number of GIF Units that such Initial Member held as of the close of business on the business day immediately preceding the Fund Commencement Date (provided that the foregoing shall be without prejudice to the right, if any, of a Member to redeem units in the GIF pursuant to the terms of the GIF as of the business day immediately preceding the Fund Commencement Date). (c) After the Fund Commencement Date additional Units shall be issued to existing or new Members, in recognition of the contribution of money or securities by a Member to the Fund, as of the first business day of the calendar month following the receipt of such money or securities but valued at the Net Asset Value (as defined in Article V) of the Units as of the close of business on the last business day of the preceding calendar month, provided that the Manager may in its discretion determine to accept an investment into the Fund by any Member (including the Manager itself in its capacity as a Member) as of any other business day at the Net Asset Value of a Unit as of the close of business on the preceding business day. Pending the investment of money contributed to the Fund pursuant to the foregoing, such money shall be held (without credit of interest to the investing Member) in an account at a bank selected by the Manager. Contributions to the Fund in the form of securities shall, in the Manager’s discretion, either (i) be sold for the account of the investing Member, with the resulting proceeds (net of commissions and other costs of disposition, if any) held and contributed to the Fund as aforesaid, or (ii), if the Manager determines in consultation with one of more the Fund’s investment managers and advisers that such securities constitute an appropriate investment by the Fund, be contributed to the Fund on a date determined by the Manager, valued at the fair market value of such securities as determined by the Manager as of the close of business on the preceding business day. The Manager may establish minimum amounts that will be accepted as initial and subsequent contributions to the Fund and may in its discretion waive such minimum amounts. (d) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds (in whatever form the same may be) shall irrevocably belong to the Fund, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund. (e) Except as provided in this Section 2.2(e), dividends or distributions by the Fund (if any) shall be distributed pro rata to the holders of Units in proportion to the number of Units held by such holders at the date and time of record established for the payment of such dividends, provided that the Fund shall distribute dividends or distributions solely to (or, solely to the extent permitted upon realization or enforcement of a security interest approved by the Manager pursuant to clause (ii) of the second sentence of Section 9.1, for the benefit of) Members that are Qualified Entities. The Fund shall pay out Quarterly Distributions, to each member who has elected a quarterly distribution, promptly following the Manager’s determination of the quarter-end (September, December, March and June) market value and the applicable 13-quarter average market value used for such distributions. Distributions shall be based on the members elected percentage as specified in the Member’s Distribution Election Form and will be calculated using the Members chosen percentage (not to exceed 6% per annum) multiplied by the average market value as of the end of the previous 13 calendar quarters (including the quarter at the end of which the distribution amount is calculated) regardless of when the Member invested in the Fund. Each distribution to a Member shall reduce that Member’s total Units held. A Member’s elected Distribution Percentage shall remain in effect until changed by the Member through the provisions to the Manager of a revised Distribution Election Form at least 30 days prior to the date in which any such change in the elected Distribution percentage is to apply. If a Member has not provided a Distribution Election Form, no distribution shall be made to the Member pursuant to this Section 2.2(e) (subject, however, to the right of Members to effect quarter-end redemptions of Units pursuant to Article V). If pursuant to Article V a Member elects to redeem Units as of the end of a calendar quarter, the elected Distribution Percentage (and any resulting change in Units held by the Members) shall be applied first, prior to the redemption to be effected pursuant to Article V. Except as provided in this Section 2.2(e), the Manager shall not be obligated, and shall not be expected, to cause the Fund to pay dividends or distributions. (f) Notwithstanding any other provision contained herein to the contrary (including Section 2.2(e)), no dividends or distributions may be declared and made if, after giving effect to such distributions, any of the following would occur: (i) the Fund would not be able to pay its debts as they become due in the usual course of business; (ii) the Fund’s total assets would be less than its total liabilities; or (iii) such Distribution would otherwise be in violation of the Massachusetts Act. (g) The Manager may elect to dissolve and liquidate the Fund, in which event the Members holding Units shall be entitled to receive, when and as determined by the Manager, the excess of the assets belonging to the Fund over the liabilities of the Fund. The assets so distributable to the Members shall be distributed among such Members in proportion to the number of Units held by them and recorded on the books of the Fund. The dissolution and liquidation may be authorized by an instrument in writing signed by the Manager.

Characteristics of Units. The following provisions shall apply regarding the Units of the Fund established in accordance with Section 2.1: (a) The number of authorized Units that may be issued shall be unlimited. Units that are re-acquired by the Fund shall be cancelled. (b) Initial units (“Initial Units”) shall be issued to Members (“Initial Members”) who consent thereto (in such form as the Manager may specify) upon the reorganization of the General Investment Fund (the “GIF”) of the Manager on a date (the “Fund Commencement Date”) specified by the Manager for the transfer of the assets of the GIF to the Fund. The number and value of the Initial Units on the Fund Commencement Date shall be equal to the number and value of units of the GIF (“GIF Units”) held by Initial Members, and each Initial Member shall be issued on the Fund Commencement Date the same number of Units as the number of GIF Units that such Initial Member held as of the close of business on the business day immediately preceding the Fund Commencement Date (provided that the foregoing shall be without prejudice to the right, if any, of a Member to redeem units in the GIF pursuant to the terms of the GIF as of the business day immediately preceding the Fund Commencement Date). (c) After the Fund Commencement Date additional Units shall be issued to existing or new Members, in recognition of the contribution of money or securities by a Member to the Fund, as of the first business day of the calendar month following the receipt of such money or securities but valued at the Net Asset Value (as defined in Article V) of the Units as of the close of business on the last business day of the preceding calendar month, provided that the Manager may in its discretion determine to accept an investment into the Fund by any Member (including the Manager itself in its capacity as a MemberMember ) as of any other business day at the Net Asset Value of a Unit as of the close of business on the preceding business day. Pending the investment of money contributed to the Fund pursuant to the foregoing, such money shall be held (without credit of interest to the investing Member) in an account at a bank selected by the Manager. Contributions to the Fund in the form of securities shall, in the Manager’s discretion, either (i) be sold for the account of the investing Member, with the resulting proceeds (net of commissions and other costs of disposition, if any) held and contributed to the Fund as aforesaid, or (ii), if the Manager determines in consultation with one of more the Fund’s investment managers and advisers that such securities constitute an appropriate investment by the Fund, be contributed to the Fund on a date determined by the Manager, valued at the fair market value of such securities as determined by the Manager as of the close of business on the preceding business day. The Manager may establish minimum amounts that will be accepted as initial and subsequent contributions to the Fund and may in its discretion waive such minimum amounts. (d) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds (in whatever form the same may be) be shall irrevocably belong to the Fund, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund. (e) Except as provided in this Section 2.2(e), All dividends or distributions by the Fund (if any) shall be distributed pro rata to the holders of Units in proportion to the number ofof Units held by such holders at the date and time of record established for the payment of such dividends, provided that the Fund shall not distribute any assets to a Member that has ceased to be a charitable organization as defined in Section 3(c)(10) of the Investment Company Act of 1940 (a “Qualified Entity”). As of the last business day of September, December, March and June after a Member’s initial investment in the Fund, the Fund shall pay to each Member an amount equal to the number of Units held by the Member multiplied by the average Net Asset Value of a Unit over the previous thirteen quarters multiplied by a percentage elected by the Member (the “Distribution Percentage”) specified in the Member’s Distribution Election Form (in such form as the Manager may establish), provided that a Member may not elect a Distribution Percentage in excess of 6% per annum. In calculating the distribution amount, the percentage chosen by the Member shall be multiplied by the average Unit value as of the end of the previous 13 calendar quarters (including the quarter at the end of which the distribution amount is calculated) regardless of when the Member invested in the Fund, utilizing, to the extent necessary, the valuation of GIF Units for periods prior to the Fund Commencement Date. In calculating the Unit value, the Manager shall reduce the Net Asset Value of the Units at the end of each quarter by 1.5% of such 13-quarter average value (a 6% annual distribution rate (the “Assumed Distribution Rate”)). To the extent that a Member chooses a Distribution Rate that is less than the Assumed Distribution Rate, additional Units shall be added to the Member’s Unit holdings (at the Unit Net Asset Value in effect after the 1.5% reduction) to account for the surplus of funds not distributed to such Member. Such payments shall be made promptly following the Manager’s determination of the value of the applicable date. A Member’s elected Distribution Percentage shall remain in effect until changed by the Member through the provision to the Manager of a revised Distribution Election Form at least 30 days prior to the date to which any such change in the elected Distribution Percentage is to apply. If a Member has not provided a Distribution Election Form, no distributions shall be made to that Member (subject, however, to the right of Members to effect redemptions of Units pursuant to Article V). If a Member elects to redeem Units pursuant to Article V, the elected Distribution Percentage shall be applied to the Net Asset Value of the Units being redeemed prior to the redemption to be effected pursuant to Article V. Except as provided in this Section 2.2(e), the Manager shall not be obligated, and shall not be expected, to cause the Fund to pay dividends or distributions. (f) Notwithstanding any other provision contained herein to the contrary (including Section 2.2(e)), no dividends or distributions may be declared and made if, after giving effect to such distributions, any of the following would occur: (i) the Fund would not be able to pay its debts as they become due in the usual course of business; (ii) the Fund’s total assets would be less than its total liabilities; or (iii) such Distribution would otherwise be in violation of the Massachusetts Act. (g) The Manager may elect to dissolve and liquidate the Fund, in which event the Members holding Units shall be entitled to receive, when and as determined by the Manager, the excess of the assets belonging to the Fund over the liabilities of the Fund. The assets so distributable to the Members shall be distributed among such Members in proportion to the number of Units held by them and recorded on the books of the Fund. The dissolution and liquidation may be authorized by an instrument in writing signed by the Manager.