Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect): (a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”). (b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including: (i) the commencement date of such Offer; (ii) the Repurchase Date for such Offer; (iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and (iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer. (c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice. (d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void. (e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline. (f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund. (g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future. (h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date. (i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to: (i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets; (ii) for any other periods that the SEC permits by order for the protection of Members; or (iii) other unusual circumstances as the Board deems advisable to the Fund and its Members. (j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any. (k) If the number of Units tendered for repurchase by Members as of a Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer. (l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”). (m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”). (n) Following the later of (i) the completion of the Fund’s annual audit or (ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member. (o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that: (i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or (ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities. (p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein. (q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained. (r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Ironwood Multi-Strategy Fund LLC), Limited Liability Company Agreement (Ironwood Institutional Multi-Strategy Fund LLC), Limited Liability Company Agreement (Ironwood Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall Subject to Section 4.4(a) above, the Board, in its sole discretion may cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(ai) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i1) the commencement date of such Offerthe repurchase offer;
(ii2) the date on which repurchase requests must be received by the Fund (the “Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by MembersRequest Deadline”); and
(iv3) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(cii) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(fiii) Upon request by a MemberPromptly after the Repurchase Request Deadline, the Board may permit Fund will give to each Member whose Units have been accepted for repurchase a payment consisting of: (1) cash or a Promissory Note entitling the Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be in appropriate by the best interest Board or if the Initial Payment is less than 100% of the “estimated value of the repurchased Units,” (2) a Promissory Note based upon the results of the annual audit of the Fund’s financial statements, i.e., the “Post-Audit Payment,” as set forth below.
(giv) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the “Repurchase Valuation Date”) when the “estimated value of the repurchased Units” is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member’s Capital Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which shall be approximately 65 days after the Repurchase Request Deadline. Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund’s valuation procedures as adopted by the Fund’s Board. The Initial Payment will be made as of a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date.
(iv) In the event that it is determined to be appropriate by the Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the “Post- Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Board anticipates that the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(vi) The Promissory Note shall be non-interest bearing and non-transferable.
(vii) Payment for Units accepted by the Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(viii) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingManagers, including but not limited to:
(i1) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii2) for any other periods that the SEC permits by order for the protection of Members; or
(iii3) under such other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(jix) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (isubsequent to the repurchase in Section 4.4(a) above, the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i1) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii2) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(px) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) hereinrepurchase.
(qxi) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained25,000.
(rxii) The Fund A Manager may maintain cash or borrow money submit for repurchase its Units as a Member under Section 4.4 hereof; except that, if the Manager is serving as the Tax Matters Partner, it shall be required to pay repurchase proceeds, which would increase own Units in the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Rochdale High Yield Advances Fund LLC), Limited Liability Company Operating Agreement (Rochdale Structured Claims Fixed Income Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Fund (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPromptly after the Repurchase Request Deadline, the Board may permit Fund will give to each Member whose Units have been accepted for repurchase a payment consisting of: (i) cash or a Promissory Note entitling the Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the Fund Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be in appropriate by the best interest Fund Board or if the Initial Payment is less than 100% of the “estimated value of the repurchased Units”, (ii) a Promissory Note based upon the results of the annual audit of the Fund’s financial statements, i.e. the “Post-Audit Payment” as set forth below.
(g4) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the “Repurchase Valuation Date”) when the “estimated value of the repurchased Units” is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member’s Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value net asset value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member’s Account as of such date. The Repurchase Valuation Date is the last business day of the quarter that immediately follows the quarter in which the Repurchase Request Deadline occurs (which shall be at least 90 days after the Repurchase Request Deadline). Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund’s valuation procedures as adopted by the Fund’s Board. The Initial Payment will be made as of the later of (1) a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date, or (2) if the Master Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of the Fund’s interests in the Master Fund, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Hedge Funds.
(i5) In the event that it is determined to be appropriate by the Fund Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the “Post- Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(6) The Promissory Note shall be non-interest bearing and non-transferable.
(7) Payment for Units accepted by the Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(8) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(j9) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p10) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Hedge Funds if the Fund has requested withdrawal of its capital from any Hedge Funds in order to fund the repurchase in addition to of Units and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinFund.
(q11) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units an Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained25,000.
(r12) The Fund Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.5 hereof.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Rochdale Core Alternative Strategies Master Fund LLC), Limited Liability Company Operating Agreement (Rochdale Core Alternative Strategies Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including:
(i) the commencement date of such Offer;
(ii) the Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer.
(c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice.
(d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline.
(f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a such Member’s Lock-Up Period applicable to such UnitsPeriod, except that each Member may tender Units subject to within such a Member’s Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date.
(i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to:
(i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) If the number of Units tendered for repurchase by Members as of a Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; or (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Underlying Funds if the Manager has requested withdrawal of its capital from any Underlying Funds in order to fund the repurchase of Units and such charges were borne by the Fund.
(q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 50,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ironwood Multi-Strategy Fund LLC), Limited Liability Company Agreement (Ironwood Institutional Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units Interests on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Interests acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Interests. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Interests, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.4(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall Interest in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Interests in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units Interests to be repurchased, if any.
(k) . If the number a greater amount of Units tendered Interests is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either the Company shall repurchase the Interests submitted for repurchase on a pro rata basis, disregarding fractions, according to the amount of Interests submitted for repurchase by each Member as of the Repurchase Request Deadline; provided, however, that this provision shall not prohibit the Company from:
(i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member accepting all Interests submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered Interest and who submit for repurchase as of such Repurchase Dateall their Interest, before prorating Interests submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which the Fund will accepting by lot Interests submitted for repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in who offer all the initial Offer; Interest held by them or (iii) who, when submitting for repurchase their Interest, elect to have either all or none or at least a minimum amount or none accepted, if the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new OfferCompany first accepts all Interests submitted for repurchase by Members who do not so elect.
(l6) Promptly Repurchases of Interests or portions thereof by the Company shall be payable after a Repurchase Datethe date of each such repurchase or, each Member who tendered Units and who had all or a portion in the case of an offer by the Company to repurchase Interests, after the expiration date of such tendered Units repurchased by repurchase offer in accordance with the Fund terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall be issued made within five days of the relevant Repurchase Request Deadline, and shall consist of a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Interest redeemed. The note shall will entitle the Member to be paid within 90 calendar 30 days after the Full Repurchase Date Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds (through the Company’s investment in FEG Absolute Access Fund [via the Offshore Fund]), whichever is later (either such date, a “Payment Date”).
(m) . Notwithstanding Section 3.2(k)the foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units Interest held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s Units being repurchased, the Interest (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Unitscapital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for an Interest by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment an Interest will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units Interests for repurchase. In the event that a Member requests the repurchase in addition of Interests that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 5% of the repurchase price for such Interests, which fee is intended to compensate the Company for expenses related to such repurchase. Interests shall be repurchased by treating the Interests first acquired by a Member as being repurchased prior to Interests acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Interests and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase Interest shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained250,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveInterest as a Member under Section 4.4 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Feg Absolute Access Tei Fund LLC)
Discretionary Repurchases. The Board shall Subject to Section 4.4(a) above, the Board, in its sole discretion may cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(ai) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i1) the commencement date of such Offerthe repurchase offer;
(ii2) the date on which repurchase requests must be received by the Fund (the “Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by MembersRequest Deadline”); and
(iv3) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(cii) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(fiii) Upon request by a MemberPromptly after the Repurchase Request Deadline, the Board may permit Fund will give to each Member whose Units have been accepted for repurchase a payment consisting of: (1) cash or a Promissory Note entitling the Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be in appropriate by the best interest Board or if the Initial Payment is less than 100% of the “estimated value of the repurchased Units,” (2) a Promissory Note based upon the results of the annual audit of the Fund’s financial statements, i.e., the “Post-Audit Payment,” as set forth below.
(giv) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the “Repurchase Valuation Date”) when the “estimated value of the repurchased Units” is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member’s Capital Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which shall be approximately 65 days after the Repurchase Request Deadline. Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund’s valuation procedures as adopted by the Fund’s Board. The Initial Payment will be made as of a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date.
(iv) In the event that it is determined to be appropriate by the Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the “Post-Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Board anticipates that the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(vi) The Promissory Note shall be non-interest bearing and non-transferable.
(vii) Payment for Units accepted by the Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(viii) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingManagers, including but not limited to:
(i1) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii2) for any other periods that the SEC permits by order for the protection of Members; or
(iii3) under such other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(jix) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (isubsequent to the repurchase in Section 4.4(a) above, the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i1) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii2) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(px) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) hereinrepurchase.
(qxi) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(rxii) The Fund A Manager may maintain cash or borrow money submit for repurchase its Units as a Member under Section 4.4 hereof; except that, if the Manager is serving as the Tax Matters Partner, it shall be required to pay repurchase proceeds, which would increase own Units in the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Rochdale Alternative Total Return Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined Payment for Units accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Fund for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time made in the future.
(h) whole or in part in cash or Securities of equivalent value. The amount due to any Member tendering all of or a portion of its whose Units shall are repurchased will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member's Capital Account or portion thereof based on the estimated unaudited Net Asset Value net asset value of the Fund’s 's assets as of such the effective date of repurchase (the "Repurchase Valuation Date"), after giving effect to all allocations to be made to the Members Member's Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which will be approximately 65 days after the Repurchase Request Deadline. Payment amounts shall ordinarily be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund's valuation procedures as adopted by the Fund's Board.
(i4) Payment for Units accepted by the Fund for repurchase will generally be made within 30 days of the Repurchase Valuation Date.
(5) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s 's nets assets;
(ii) for any other periods that the SEC Securities and Exchange Commission permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j6) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Investment Funds if the Fund has requested withdrawal of its capital from any Investment Funds in order to fund the repurchase in addition to of Units if such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinFund.
(q) 8) A Member who tenders some but not all of the Member’s Units submits for repurchase only a portion of such Member's Units shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Adviser may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnit(s) as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Db Hedge Strategies Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Units, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.4(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall of the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Units of the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the number a greater amount of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Units submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, with however, that this provision shall not prohibit the number of Company from:
(i) accepting all Units repurchased from a Member determined by reference to the number of Units tendered by such Member submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered and who submit for repurchase as of such Repurchase Dateall their Units, before prorating Units submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which accepting by lot Units submitted for repurchase by Members who offer all the Fund will Units held by them or who, when submitting for repurchase a greater amounts of their Units, which may be equal elect to have either all or less than none or at least a minimum amount or none accepted, if the number of Company first accepts all Units tendered submitted for repurchase by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offerwho do not so elect.
(l6) Promptly Repurchases of Units or portions thereof by the Company shall be payable after a Repurchase Datethe date of each such repurchase or, each Member who tendered Units and who had all or a portion in the case of an offer by the Company to repurchase Units, after the expiration date of such tendered repurchase offer in accordance with the terms of such offer. Payment of the purchase price for Units repurchased by the Fund (or portion thereof) shall be issued made within five days of the relevant Repurchase Request Deadline, and shall consist of a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Units redeemed. The note shall will entitle the Member to be paid within 90 calendar 30 days after the Full Repurchase Date Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds (through the Company’s investment in FEG Absolute Access Fund (via the Offshore Fund)), whichever is later (either such date, a “Payment Date”).
(m) . Notwithstanding Section 3.2(k)the foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s the Units being repurchased, (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Unitscapital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for Unitsby in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment Units will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. In the event that a Member requests the repurchase in addition of Units that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Units, which fee is intended to compensate the Company for expenses related to such repurchase. Units shall be repurchased by treating the Units first acquired by a Member as being repurchased prior to Units acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Units and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.4 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Feg Absolute Access Tei Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units Interests on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Interests acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Interests. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Interests, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.6(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall Interest in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Interests in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units Interests to be repurchased, if any.
(k) . If the number a greater amount of Units tendered Interests is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either the Company shall repurchase the Interests submitted for repurchase on a pro rata basis, disregarding fractions, according to the amount of Interests submitted for repurchase by each Member as of the Repurchase Request Deadline; provided, however, that this provision shall not prohibit the Company from:
(i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member accepting all Interests submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered Interest and who submit for repurchase as of such Repurchase Dateall their Interest, before prorating Interests submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which the Fund will accepting by lot Interests submitted for repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in who offer all the initial Offer; Interest held by them or (iii) who, when submitting for repurchase their Interest, elect to have either all or none or at least a minimum amount or none accepted, if the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new OfferCompany first accepts all Interests submitted for repurchase by Members who do not so elect.
(l6) Promptly Repurchases of Interests or portions thereof by the Company shall be payable after a the date of each such repurchase or, in the case of an offer by the Company to repurchase Interests, after the expiration date of such repurchase offer in accordance with the terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall be made within five days of the relevant Repurchase DateRequest Deadline, each Member who tendered Units and who had all shall consist of cash or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Interest redeemed. The note shall entitle Notwithstanding the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k)foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units Interest held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s Units being repurchased, the Interest (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for an Interest by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment an Interest will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units Interests for repurchase. In the event that a Member requests the repurchase in addition of Interests that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 5% of the repurchase price for such Interests, which fee is intended to compensate the Company for expenses related to such repurchase. Interests shall be repurchased by treating the Interests first acquired by a Member as being repurchased prior to Interests acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Interests and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase Interest shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained250,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveInterest as a Member under Section 4.6 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Feg Absolute Access Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):
(a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including:
(i) the commencement date of such Offer;
(ii) the Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer.
(c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice.
(d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline.
(f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date.
(i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to:
(i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) If the number of Units tendered for repurchase by Members as of a Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein.
(q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ironwood Institutional Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):
(a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including:
(i) the commencement date of such Offer;
(ii) the Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer.
(c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice.
(d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline.
(f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.005% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date.
(i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to:
(i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) If the number of Units tendered for repurchase by Members as of a an Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of accept the amount of additional Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law; (ii) increase the outstanding Units that the Fund is offering to purchase by up to 2% on the Repurchase Date; (iii) extend the Offer, if necessary, and increase the amount of Units that the Fund is offering to be repurchased without initiating purchase to an amount it believes sufficient to accommodate the excess Units tendered as well as any Units tendered during the extended Offer; or (iv) accept a new Offerportion of the Units tendered prior to or on the Repurchase Date for payment on a pro rata basis based on the aggregate Net Asset Value of tendered Units.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 upon the later of (x) 30 calendar days after the Repurchase Date or (a “Payment Date”)y) if the Fund has requested withdrawals of capital or redemptions of interests from any Underlying Fund in order to fund the repurchase, 10 Business Days after the Fund has received at least 90% of the aggregate amount withdrawn or redeemed from such Underlying Fund.
(m) Notwithstanding Section 3.2(k3.2(l), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on upon the later of (x) 30 calendar days after the Repurchase Date or prior (y) if the Fund has requested withdrawals of capital or redemptions of interests from any Underlying Fund in order to fund the Payment Daterepurchase, 10 Business Days after the Fund has received at least 90% of the aggregate amount withdrawn or redeemed from such Underlying Fund; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up be paid an amount equal to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
of (i) 120 calendar days after the completion of the Fund’s annual audit or
Repurchase Date or (ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will may be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion, but giving due regard to the interests of the remaining Members, may determine to make payment in satisfaction of a repurchase at earlier dates than those otherwise listed here.
(p) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein.
(q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ironwood Institutional Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPromptly after the Repurchase Request Deadline, the Board may permit Fund will give to each Member whose Units have been accepted for repurchase a payment consisting of: (i) cash or a Promissory Note entitling the Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the Fund Board as of the Repurchase Valuation Date (the "Initial Payment"); and, if determined to be in appropriate by the best interest Fund Board or if the Initial Payment is less than 100% of the "estimated value of the repurchased Units", (ii) a Promissory Note based upon the results of the annual audit of the Fund's financial statements, i.e. the "Post-Audit Payment" as set forth below.
(g4) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the "Repurchase Valuation Date") when the "estimated value of the repurchased Units" is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member's Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value net asset value of the Fund’s 's assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member's Account as of such date. The Repurchase Valuation Date is the last business day of the quarter that immediately follows the quarter in which the Repurchase Request Deadline occurs (which shall be at least 90 days after the Repurchase Request Deadline). Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund's valuation procedures as adopted by the Fund's Board. The Initial Payment will be made as of the later of (1) a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date, or (2) if the Master Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of the Fund's interests in the Master Fund, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Hedge Funds.
(i5) In the event that it is determined to be appropriate by the Fund Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the "Post- Audit Payment") will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Fund's financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of the Fund's financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(6) The Promissory Note shall be non-interest bearing and non-transferable.
(7) Payment for Units accepted by the Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(8) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s 's nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(j9) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as detennined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on DB2/ 30859320.2 the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p10) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Hedge Funds if the Fund has requested withdrawal of its capital from any Hedge Funds in order to fund the repurchase in addition to of Units and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinFund.
(q11) A Member who tenders some but not all of the Member’s Units submits for repurchase only a portion of such Member's Units shall be required to maintain a minimum aggregate Net Asset Value of Units an Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained25,000.
(r12) The Fund Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.5 hereof.
Appears in 1 contract
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined Payment for Units accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Fund for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time made in the future.
(h) whole or in part in cash or Securities of equivalent value. The amount due to any Member tendering all of or a portion of its whose Units shall are repurchased will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member's Capital Account or portion thereof based on the estimated unaudited Net Asset Value net asset value of the Fund’s 's assets as of such the effective date of repurchase (the "Repurchase Valuation Date"), after giving effect to all allocations to be made to the Members Member's Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which will be approximately 65 days after the Repurchase Request Deadline. Payment amounts shall ordinarily be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Fund's valuation procedures as adopted by the Fund's Board.
(i4) Payment for Units accepted by the Fund for repurchase will generally be made within 30 days of the Repurchase Valuation Date.
(5) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingManagers, including but not limited to:
(i) a any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s 's nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(j6) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Investment Funds if the Fund has requested withdrawal of its capital from any Investment Funds in order to fund the repurchase in addition to of Units and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinFund.
(q) 8) A Member who tenders some but not all of the Member’s Units submits for repurchase only a portion of such Member's Units shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained100,000.
(r9) The Fund Investment Adviser may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnit(s) as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Mount Yale Opportunity Fund, LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect)::
(a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including:
(i) the commencement date of such Offer;
(ii) the Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer.
(c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice.
(d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline.
(f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date.
(i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to:
(i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) If the number of Units tendered for repurchase by Members as of a Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein.
(q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ironwood Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall cause the Master Fund to repurchase Units on terms fair to the Master Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the Master Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Master Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Master Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Master Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPromptly after the Repurchase Request Deadline, the Board may permit Master Fund will give to each Member whose Units have been accepted for repurchase a payment consisting of: (i) cash or a Promissory Note entitling the Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the Master Fund Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be in appropriate by the best interest Master Fund Board or if the Initial Payment is less than 100% of the “estimated value of the repurchased Units”, (ii) a Promissory Note based upon the results of the annual audit of Master Fund’s financial statements, i.e. the “Post-Audit Payment” as set forth below.
(g4) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the “Repurchase Valuation Date”) when the “estimated value of the repurchased Units” is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member’s Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value net asset value of the Master Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member’s Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which shall be approximately 65 days after the Repurchase Request Deadline. Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Master Fund’s valuation procedures as adopted by the Master Fund’s Board. The Initial Payment will be made as of the later of (1) a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date, or (2) if the Master Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of interests in the Master Fund, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Hedge Funds.
(i5) In the event that it is determined to be appropriate by the Master Fund Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the “Post- Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Master Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of the Master Fund’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(6) The Promissory Note shall be non-interest bearing and non-transferable.
(7) Payment for Units accepted by the Master Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(8) The Master Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Master Fund to dispose of securities it owns or to determine the value of the Fund’s Master Fund 's nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the benefit of the Master Fund and its Members.
(j9) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Master Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Master Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle not prohibit the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Master Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to have either all or none or at least a minimum amount or none accepted, if the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p10) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. Pursuant to this discretion, the Board has imposed a penalty fee of 1% of the net asset value of Units repurchased within one year of their initial purchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Hedge Funds if the Master Fund has requested withdrawal of its capital from any Hedge Funds in order to fund the repurchase in addition to of Units and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinMaster Fund.
(q11) A Member who tenders some but not all of the Member’s Units submits for repurchase only a portion of such Member's Units shall be required to maintain a minimum aggregate Net Asset Value of Units an Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained25,000.
(r12) The Fund Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Rochdale Core Alternative Strategies Master Fund LLC)
Discretionary Repurchases. The Board shall cause the Master Fund to repurchase Units Interests on terms fair to the Master Fund and to all Members or one or more classes of Members (including persons holding Interests acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Master Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Interests. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Master Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Master Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Master Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Interests, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Master Fund for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.5(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall whose Interest is repurchased will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member's Capital Account or relevant portion thereof based on the estimated unaudited Net Asset Value net asset value of the Master Fund’s 's assets as of such the effective date of repurchase (the "Repurchase Valuation Date"), after giving effect to all allocations to be made to the Members Member's Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which will be approximately 65 days after the Repurchase Request Deadline. Payment amounts shall ordinarily be calculated within 10 business days after the Repurchase Valuation Date in accordance with the Master Fund's valuation procedures as adopted by the Master Fund's Board.
(i4) The Master Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Master Fund to dispose of securities it owns or to determine the value of the Master Fund’s 's nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the benefit of the Master Fund and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units Interests to be repurchased, if any.
(k) . If the number a greater amount of Units tendered Interests is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either the Master Fund may repurchase an additional amount of Interests not to exceed 2% of the Interests outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Interests in an amount exceeding the repurchase offer amount plus 2% of the Interests outstanding on the Repurchase Request Deadline, the Master Fund shall repurchase the Interests submitted for repurchase on a pro rata basis, disregarding fractions, according to the amount of Interests submitted for repurchase by each Member as of the Repurchase Request Deadline; provided, however, that this provision shall not prohibit the Master Fund from:
(i) repurchase only a pro rata portion of the amount of Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member accepting all Interests submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered Interest and who submit for repurchase as of such Repurchase Dateall their Interest, before prorating Interests submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which the Fund will accepting by lot Interests submitted for repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in who offer all the initial Offer; Interest held by them or (iii) who, when submitting for repurchase their Interest, elect to have either all or none or at least a minimum amount or none accepted, if the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new OfferMaster Fund first accepts all Interests submitted for repurchase by Members who do not so elect.
(l6) Promptly after a Repurchase Date, each Member who tendered Units and who had all Repurchases of Interests or a portion of such tendered Units repurchased portions thereof by the Master Fund shall be issued a non-interest bearingpayable promptly after the date of each such repurchase or, non-transferable promissory note in the case of an offer by the Master Fund entitling to repurchase Interests, promptly after the expiration date of such Member to be paid repurchase offer in accordance with the terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall consist of cash or a promissory note, which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member). The note shall entitle the Interest redeemed, unless the relevant Member to be paid within 90 calendar days after has requested the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95of 90% or more of the Units Interest held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, in which case such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s Units being repurchased, the Interest (or portion thereof) repurchased by the Master Fund determined as of the Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “"Initial Payment”"), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value of such Member’s Units being repurchasedproceeds, determined as to be paid following the expiration of the later of (x) 90 days following the applicable Repurchase Date Valuation Date, so as to effectuate an orderly liquidation of enough Investment Funds in which the Master Fund is invested or otherwise, or (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(iiy) such longer period as the Board of Directors in its discretion deems necessary to protect the interests of the remaining Members. Notwithstanding anything in the foregoing to the contrary, the amount Board of Directors, in its discretion, may pay any portion of the Subsequent Payment will be adjusted so that the sum repurchase price in Securities (or any combination of the Initial Payment Securities and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchasedcash) having a value, determined as of the Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made repurchased; provided that the Board of Directors, in its discretion, may make payment of the purchase price for an Interest by in-kind distribution of Securities held by the Master Fund. The purchase price of an Interest will be determined as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberRepurchase Valuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units Interests for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Investment Funds if the Master Fund has requested withdrawal of its capital from any Investment Funds in order to fund the repurchase in addition to of Interests and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinMaster Fund.
(q) A Member who tenders some but not all of the Member’s Units 8) The Investment Adviser may submit for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from Interest as a Member so that the required minimum aggregate Net Asset Value of Units is maintainedunder Section 4.5 hereof.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a) 1. The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) : the commencement date of such Offer;
the repurchase offer; the date on which repurchase requests must be received by the Company (ii) the “Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer Request Deadline”); and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c) 2. Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f) Upon request by a Member3. Payment for Units, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.6(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 65 days, and in no event less than 60, after the Repurchase Request Deadline. Members who tender a portion of their Units in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i) 4. The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j) 5. The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the number a greater amount of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Units submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, with however, that this provision shall not prohibit the number of Company from:
(i) accepting all Units repurchased from a Member determined by reference to the number of Units tendered by such Member submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered and who submit for repurchase as of such Repurchase Dateall their Units, before prorating Units submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which accepting by lot Units submitted for repurchase by Members who offer all the Fund will Units held by them or who, when submitting for repurchase a greater amounts of their Units, which may be equal elect to have either all or less than none or at least a minimum amount or none accepted, if the number Company first accepts all Units submitted for repurchase by Members who do not so elect.
6. Repurchases of Units tendered or portions thereof by Members the Company shall be payable after the date of each such repurchase or, in the initial Offer; case of an offer by the Company to repurchase Units, after the expiration date of such repurchase offer in accordance with the terms of such offer. Payment of the purchase price for Units (or (iiiportions thereof) to shall be made within five days of the extent consistent with applicable lawrelevant Repurchase Request Deadline, increase the amount and shall consist of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all cash or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Units redeemed. The note shall entitle Notwithstanding the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k)foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s the Units being repurchased, (or portions thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for Units by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment Units will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value7. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. In the event that a Member requests the repurchase in addition of Units that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Units, which fee is intended to compensate the Company for expenses related to such repurchase. Units shall be repurchased by treating the Units first acquired by a Member as being repurchased prior to Units acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Units and such charges were imposed on the Company.
(q) 8. A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase Interest shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion50,000.
9. The Fund Investment Manager may reduce the amount to be repurchased from submit for repurchase its Units as a Member so that the required minimum aggregate Net Asset Value of Units is maintainedunder Section 4.5 hereof.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (FEG Directional Access Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units Interests on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Interests acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a) 1. The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Interests. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) : the commencement date of such Offer;
the repurchase offer; the date on which repurchase requests must be received by the Company (ii) the “Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer Request Deadline”); and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c) 2. Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f) Upon request by a Member3. Payment for Interests, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.6(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall Interest in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 65 days, and in no event less than 60, after the Repurchase Request Deadline. Members who tender a portion of their Interests in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i) 4. The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a : for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) ; for any other periods that the SEC permits by order for the protection of Members; or
(iii) or under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j) 5. The Board, in its sole and absolute discretion, shall determine the amount of Units Interests to be repurchased, if any.
(k) . If the number a greater amount of Units tendered Interests is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Interests submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered Interests submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, however, that this provision shall not prohibit the Company from: accepting all Interests submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Interest and who submit for repurchase all their Interest, before prorating Interests submitted for repurchase by other Members; or accepting by lot Interests submitted for repurchase by Members who offer all the Interest held by them or who, when submitting for repurchase their Interest, elect to have either all or none or at least a minimum amount or none accepted, if the Company first accepts all Interests submitted for repurchase by Members who do not so elect.
6. Repurchases of Interests or portions thereof by the Company shall be payable after the date of each such repurchase or, in the case of an offer by the Company to repurchase Interests, after the expiration date of such repurchase offer in accordance with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall be made within five days of the relevant Repurchase Date over the aggregate number Request Deadline, and shall consist of Units tendered for repurchase as of such Repurchase Date; (ii) initiate cash or a new Offer pursuant to which the Fund will repurchase a greater amounts of Unitspromissory note, which may be equal to or less than the number of Units tendered by Members need not bear interest, in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Interest redeemed. The note shall entitle Notwithstanding the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k)foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units Interest held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s Units being repurchased, the Interest (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for an Interest by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment an Interest will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value7. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units Interests for repurchase. In the event that a Member requests the repurchase in addition of Interests that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Interests, which fee is intended to compensate the Company for expenses related to such repurchase. Interests shall be repurchased by treating the Interests first acquired by a Member as being repurchased prior to Interests acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Interests and such charges were imposed on the Company.
(q) 8. A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase Interest shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion250,000.
9. The Fund Investment Manager may reduce the amount to be repurchased from submit for repurchase its Interest as a Member so that the required minimum aggregate Net Asset Value of Units is maintainedunder Section 4.6 hereof.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (FEG Directional Access Fund LLC)
Discretionary Repurchases. The Board shall cause the TEI Fund to repurchase Units on terms fair to the TEI Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, discretion that the TEI Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by TEI Fund (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses requests for repurchase to a Repurchase Notice (each, an “Offer Acceptance”) to the TEI Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. TEI Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by Promptly after the Repurchase Request Deadline, TEI Fund will give to each Member whose Units have been accepted for repurchase a Member, payment consisting of: (i) cash or a Promissory Note entitling the Board may permit a Member to cancel a Offer Acceptance if be paid an amount equal to such cancellation is percentage of the estimated value of the repurchased Units as may be determined by the TEI Fund Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be in appropriate by the best interest TEI Fund Board or if the Initial Payment is less than 100% of the “estimated value of the repurchased Units”, (ii) a Promissory Note based upon the results of the annual audit of TEI Fund’s financial statements, i.e. the “Post-Audit Payment” as set forth below.
(g4) Notwithstanding Section 3.2(c) herein, a Member The Initial Payment may not tender Units for repurchase during a Lock-Up Period applicable be in cash and equal to such an amount up to 100% of the estimated value of the repurchased Units, except that each Member may tender Units subject and shall be determined as of the effective date of the repurchase (the “Repurchase Valuation Date”) when the “estimated value of the repurchased Units” is determined to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected Member’s Account or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be thereof based on the estimated unaudited Net Asset Value net asset value of the TEI Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members Member’s Account as of such date. The Repurchase Valuation Date is the last business day of the quarter that immediately follows the quarter in which the Repurchase Request Deadline occurs (which shall be at least 90 days after the Repurchase Request Deadline). Initial Payment amounts generally shall be calculated within 10 business days after the Repurchase Valuation Date in accordance with TEI Fund’s valuation procedures as adopted by TEI Fund’s Board. The Initial Payment will be made as of the later of (1) a date approximately, but no earlier than, 30 days after the Repurchase Valuation Date, or (2) if the Master Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of TEI Fund’s interests in the Master Fund (through the Offshore Fund), within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Hedge Funds.
(i5) In the event that it is determined to be appropriate by the TEI Fund Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Units, the second and final payment in respect of the Promissory Note (the “Post- Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Units, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of TEI Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of TEI Fund’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
(6) The Promissory Note shall be non-interest bearing and non-transferable.
(7) Payment for Units accepted by TEI Fund for repurchase will be made in whole or in part in cash or securities of equivalent value.
(8) TEI Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the TEI Fund to dispose of securities it owns or to determine the value of the TEI Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the benefit of TEI Fund and its Members.
(j9) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) TEI Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, TEI Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the not prohibit TEI Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to have either all or none or at least a minimum amount or none accepted, if TEI Fund first accepts all Units submitted for repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p10) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Hedge Funds if TEI Fund has requested withdrawal of its capital from any Hedge Funds in order to fund the repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) hereinof Units and such charges were imposed on TEI Fund.
(q11) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units an Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained25,000.
(r12) The Fund Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Rochdale Core Alternative Strategies Fund TEI LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Units, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.5(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Units in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the number a greater amount of Units tendered are submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Units submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, with however, that this provision shall not prohibit the number of Company from:
(i) accepting all Units repurchased from a Member determined by reference to the number of Units tendered by such Member submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered and who submit for repurchase as of such Repurchase Dateall their Units, before prorating Units submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which accepting by lot Units submitted for repurchase by Members who offer all the Fund will Units held by them or who, when submitting for repurchase a greater amounts of their Units, which may be equal elect to have either all or less than none or at least a minimum amount or none accepted, if the number of Company first accepts all Units tendered submitted for repurchase by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offerwho do not so elect.
(l6) Promptly Repurchases of Units or portions thereof by the Company shall be payable after a the date of each such repurchase or, in the case of an offer by the Company to repurchase Units, after the expiration date of such repurchase offer in accordance with the terms of such offer. Payment of the purchase price for an Units (or portions thereof) shall be made within five days of the relevant Repurchase DateRequest Deadline, each Member who tendered Units and who had all shall consist of cash or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Units redeemed. The note shall entitle Notwithstanding the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k)foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s the Units being repurchased, (or portions thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for an Units by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment Units will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. In the event that a Member requests the repurchase in addition of Units that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Units, which fee is intended to compensate the Company for expenses related to such repurchase. Units shall be repurchased by treating the Units first acquired by a Member as being repurchased prior to Units acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Units and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Feg Absolute Access Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units Interests on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Interests acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a) 1. The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Interests. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) : the commencement date of such Offer;
the repurchase offer; the date on which repurchase requests must be received by the Company (ii) the “Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer Request Deadline”); and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c) 2. Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f) Upon request by a Member3. Payment for Interests, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.6(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall Interest in the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Interests in the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i) 4. The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a : for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) ; for any other periods that the SEC permits by order for the protection of Members; or
(iii) or under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j) 5. The Board, in its sole and absolute discretion, shall determine the amount of Units Interests to be repurchased, if any.
(k) . If the number a greater amount of Units tendered Interests is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Interests submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered Interests submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, however, that this provision shall not prohibit the Company from: accepting all Interests submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Interest and who submit for repurchase all their Interest, before prorating Interests submitted for repurchase by other Members; or accepting by lot Interests submitted for repurchase by Members who offer all the Interest held by them or who, when submitting for repurchase their Interest, elect to have either all or none or at least a minimum amount or none accepted, if the Company first accepts all Interests submitted for repurchase by Members who do not so elect.
6. Repurchases of Interests or portions thereof by the Company shall be payable after the date of each such repurchase or, in the case of an offer by the Company to repurchase Interests, after the expiration date of such repurchase offer in accordance with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall be made within five days of the relevant Repurchase Date over the aggregate number Request Deadline, and shall consist of Units tendered for repurchase as of such Repurchase Date; (ii) initiate cash or a new Offer pursuant to which the Fund will repurchase a greater amounts of Unitspromissory note, which may be equal to or less than the number of Units tendered by Members need not bear interest, in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Interest redeemed. The note shall entitle Notwithstanding the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k)foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units Interest held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s Units being repurchased, the Interest (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for an Interest by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment an Interest will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value7. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units Interests for repurchase. In the event that a Member requests the repurchase in addition of Interests that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 5% of the repurchase price for such Interests, which fee is intended to compensate the Company for expenses related to such repurchase. Interests shall be repurchased by treating the Interests first acquired by a Member as being repurchased prior to Interests acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Interests and such charges were imposed on the Company.
(q) 8. A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase Interest shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion250,000.
9. The Fund Investment Manager may reduce the amount to be repurchased from submit for repurchase its Interest as a Member so that the required minimum aggregate Net Asset Value of Units is maintainedunder Section 4.6 hereof.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (FEG Equity Access Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members or one or more classes of Members (including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Fund (the "Repurchase Date for such Offer;Request Deadline"); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Fund will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined Payment for Units accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Fund for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time made in the future.
(h) whole or in part in cash or Securities of equivalent value. The amount due to any Member tendering all of or a portion of its whose Units shall are repurchased will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member's Capital Account or portion thereof based on the estimated unaudited Net Asset Value net asset value of the Fund’s 's assets as of such the effective date of repurchase (the "Repurchase Valuation Date"), after giving effect to all allocations to be made to the Members Member's Capital Account as of such date. The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which will be approximately 65 days after the Repurchase Request Deadline. Payment amounts shall ordinarily be calculated as soon as reasonably practicable after the Repurchase Valuation Date in accordance with the Fund's valuation procedures as adopted by the Fund's Board.
(i4) Payment for Units accepted by the Fund for repurchase will generally be made within 30 days of the Repurchase Valuation Date.
(5) The Fund may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingManagers, including but not limited to:
(i) a any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s 's nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to for the benefit of the Fund and its Members.
(j6) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the a greater number of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Fund may repurchase only an additional amount of Units not to exceed 2% of the Units outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Members submit for repurchase Units in an amount exceeding the repurchase offer amount plus 2% of the Units outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Units submitted for repurchase on a pro rata portion of the amount of Units tendered by each Memberbasis, with the number of Units repurchased from a Member determined by reference disregarding fractions, according to the number of Units tendered by such Member submitted for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offer.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of Request Deadline; provided, however, that date to such Member). The note this provision shall entitle the Member to be paid within 90 calendar days after the Repurchase Date (a “Payment Date”).
(m) Notwithstanding Section 3.2(k), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by not prohibit the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
(i) the completion of the Fund’s annual audit or
(ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event thatfrom:
(i) making accepting all Units submitted for repurchase by Members who own, beneficially or of record, an aggregate of not more than a cash payment would result in a material adverse effect on the Fund or on Members not requesting that specified percentage of such Units and who submit for repurchase all their Units, before prorating Units be repurchasedsubmitted for repurchase by other Members; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able accepting by lot Units submitted for repurchase by Members who offer all Units held by them or who, when submitting for repurchase their Units, elect to be transferred to the Members. In the event that have either all or none or at least a minimum amount or none accepted, if the Fund makes such a distribution of securities as payment first accepts all Units submitted for Units, repurchase by Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securitieswho do not so elect.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Investment Funds if the Fund has requested withdrawal of its capital from any Investment Funds in order to fund the repurchase in addition to of Units and such charges were imposed on the Early Repurchase Fee set forth in Section 3.2(g) hereinFund.
(q) 8) A Member who tenders some but not all of the Member’s Units submits for repurchase only a portion of such Member's Units shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Adviser may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnit(s) as a Member under Section 4.5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Mount Yale Opportunity Fund, LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Units, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.4(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall of the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 95 days after the Repurchase Request Deadline. Members who tender a portion of their Units of the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the number a greater amount of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Units submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, with however, that this provision shall not prohibit the number of Company from:
(i) accepting all Units repurchased from a Member determined by reference to the number of Units tendered by such Member submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered and who submit for repurchase as of such Repurchase Dateall their Units, before prorating Units submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which accepting by lot Units submitted for repurchase by Members who offer all the Fund will Units held by them or who, when submitting for repurchase a greater amounts of their Units, which may be equal elect to have either all or less than none or at least a minimum amount or none accepted, if the number of Company first accepts all Units tendered submitted for repurchase by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offerwho do not so elect.
(l6) Promptly Repurchases of Units or portions thereof by the Company shall be payable after a Repurchase Datethe date of each such repurchase or, each Member who tendered Units and who had all or a portion in the case of an offer by the Company to repurchase Units, after the expiration date of such tendered repurchase offer in accordance with the terms of such offer. Payment of the purchase price for Units repurchased by the Fund (or portion thereof) shall be issued made within five days of the relevant Repurchase Request Deadline, and shall consist of a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Units redeemed. The note shall will entitle the Member to be paid within 90 calendar 30 days after the Full Repurchase Date Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds (through the Company’s investment in FEG Absolute Access Fund (via the Offshore Fund)), whichever is later (either such date, a “Payment Date”).
(m) . Notwithstanding Section 3.2(k)the foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s the Units being repurchased, (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Unitscapital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for Units by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment Units will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. In the event that a Member requests the repurchase in addition of Units that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Units, which fee is intended to compensate the Company for expenses related to such repurchase. Units shall be repurchased by treating the Units first acquired by a Member as being repurchased prior to Units acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Units and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.4 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (FEG Absolute Access Fund I LLC)
Discretionary Repurchases. The Board shall cause the Fund to repurchase Units on terms fair to the Fund and to all Members in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):
(a) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice will describe the terms of the repurchase offer (the “Offer”), including:
(i) the commencement date of such Offer;
(ii) the Repurchase Date for such Offer;
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member should consider in deciding whether and how to participate in such Offer.
(c) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) to the Fund or its designated agent named in the Repurchase Notice.
(d) Offer Acceptances received by the Fund or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Deadline.
(f) Upon request by a Member, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.005% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall be equal to the product of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be based on the estimated unaudited Net Asset Value of the Fund’s assets as of such Repurchase Date, after giving effect to all allocations to be made to the Members as of such date.
(i) The Fund may suspend or postpone any Offer in limited circumstances and only by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances including, but not limited to:
(i) a period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the value of the Fund’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) other unusual circumstances as the Board deems advisable to the Fund and its Members.
(j) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) If the number of Units tendered for repurchase by Members as of a an Offer Acceptance Deadline is greater than the number of Units set forth in the Repurchase Notice, the Fund may, in the Board’s sole and absolute discretion, either (i) repurchase only a pro rata portion of accept the amount of additional Units tendered by each Member, with the number of Units repurchased from a Member determined by reference to the number of Units tendered by such Member for repurchase as of such Repurchase Date over the aggregate number of Units tendered for repurchase as of such Repurchase Date; (ii) initiate a new Offer pursuant to which the Fund will repurchase a greater amounts of Units, which may be equal to or less than the number of Units tendered by Members in the initial Offer; or (iii) to the extent consistent with applicable law; (ii) increase the outstanding Units that the Fund is offering to purchase by up to 2% on the Repurchase Date; (iii) extend the Offer, if necessary, and increase the amount of Units that the Fund is offering to be repurchased without initiating purchase to an amount it believes sufficient to accommodate the excess Units tendered as well as any Units tendered during the extended Offer; or (iv) accept a new Offerportion of the Units tendered prior to or on the Repurchase Date for payment on a pro rata basis based on the aggregate Net Asset Value of tendered Units.
(l) Promptly after a Repurchase Date, each Member who tendered Units and who had all or a portion of such tendered Units repurchased by the Fund shall be issued a non-interest bearing, non-transferable promissory note by the Fund entitling such Member to be paid an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member). The note shall entitle the Member to be paid within 90 upon the later of (x) 30 calendar days after the Repurchase Date or (a “Payment Date”)y) if the Fund has requested withdrawals of capital or redemptions of interests from any Underlying Fund in order to fund the repurchase, 10 Business Days after the Fund has received at least 90% of the aggregate amount withdrawn or redeemed from such Underlying Fund.
(m) Notwithstanding Section 3.2(k3.2(l), if a Member tendered for repurchase 95% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive (i) cash or a non-interest bearing, non-transferable promissory note issued by the Fund in an amount equal to 95% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (the “Initial Payment”), which will be paid on upon the later of (x) 30 calendar days after the Repurchase Date or prior (y) if the Fund has requested withdrawals of capital or redemptions of interests from any Underlying Fund in order to fund the Payment Daterepurchase, 10 Business Days after the Fund has received at least 90% of the aggregate amount withdrawn or redeemed from such Underlying Fund; and (ii) a non-interest bearing, non-transferrable promissory note issued by the Fund entitling such Member to up be paid an amount equal to the remaining 5% of the estimated unaudited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Units) (as adjusted (if at all), the “Subsequent Payment”).
(n) Following the later of
of (i) 120 calendar days after the completion of the Fund’s annual audit or
Repurchase Date or (ii) such longer period as the Board in its discretion deems necessary to protect the interests of the remaining Members, the amount of the Subsequent Payment will may be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such Member.
(o) The Board in its discretion, but giving due regard to the interests of the remaining Members, may determine to make payment in satisfaction of a repurchase at earlier dates than those otherwise listed here.
(p) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase in addition to the Early Repurchase Fee set forth in Section 3.2(g) herein.
(q) A Member who tenders some but not all of the Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained.
(r) The Fund may maintain cash or borrow money to pay repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objective.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ironwood Multi-Strategy Fund LLC)
Discretionary Repurchases. The Board shall cause the Fund Company to repurchase Units on terms fair to the Fund Company and to all Members (or one or more classes of Members, including persons holding Units acquired from Members), as applicable, in the following manner (or subject to such other repurchase procedures as the Board may adopt from time to time that would not adversely affect the Members in any material respect):manner:
(a1) The Board will provide written notice to Members when it has determined, in its sole and absolute discretion, that the Fund Company will repurchase Units (each, a “Repurchase Notice”).
(b) Each Repurchase Notice Units. Such notice will describe the terms of the repurchase offer (the “Offer”)offer, including:
(i) the commencement date of such Offerthe repurchase offer;
(ii) the date on which repurchase requests must be received by the Company (the “Repurchase Date for such Offer;Request Deadline”); and
(iii) the number of Units that are the subject of such Offer and the percentage that such Units represent of all Units held by Members; and
(iv) any other information that the Board has determined, in its sole discretion, that a Member Members should consider in deciding whether and how to participate in such Offerrepurchase opportunity.
(c2) Members must submit, in writing, responses to a Repurchase Notice (each, an “Offer Acceptance”) requests for repurchase to the Fund Company or its designated agent named agent. The Repurchase Request Deadline will be a date set by the Board occurring no sooner than 20 business days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in the Repurchase Notice.
(d) Offer Acceptances its sole and absolute discretion. The Company will not accept any repurchase request received by the Fund it or its designated agent after the Offer Acceptance Deadline will be void.
(e) The Fund shall send a Repurchase Notice to each Member, no later than 30 calendar days prior to each Offer Acceptance Request Deadline.
(f3) Upon request by a MemberPayment for Units, the Board may permit a Member to cancel a Offer Acceptance if such cancellation is determined accepted by the Board to be in the best interest of the Fund.
(g) Notwithstanding Section 3.2(c) herein, a Member may not tender Units Company for repurchase during a Lock-Up Period applicable to such Units, except that each Member may tender Units subject to such a Lock-Up Period upon payment to the Fund a fee equal to 5.00% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”will be made in whole or in part in accordance with Section 4.4(b)(6). The Board may, in certain limited instances where the Board has determined that the remaining Members will not be materially and adversely affected or prejudiced, waive the imposition of the Early Repurchase Fee with respect to some or all Members. Any such waiver does not imply that the Early Repurchase Fee will be waived at any time in the future.
(h) The amount due to any Member tendering all of or a portion of its Units shall of the Company will be equal to the product value of the total number of Units tendered by such Member times the Net Asset Value per Unit determined on the Repurchase Date, which will be Member’s Capital Account based on the estimated unaudited Net Asset Value net asset value of the FundCompany’s assets as of such the effective date of repurchase (the “Full Repurchase Valuation Date”), after giving effect to all allocations to be made to the Members Member’s Capital Account as of such date. The Full Repurchase Valuation Date will be approximately 65 days, and in no event less than 60, after the Repurchase Request Deadline. Members who tender a portion of their Units of the Company (defined as a specific dollar value) in their repurchase request, and which portion is accepted for repurchase by the Company, shall receive such specified dollar amount.
(i4) The Fund Company may suspend or postpone any Offer in limited circumstances and only repurchase offer, by a vote of a majority of the Board, including a majority of the Independent Directors in circumstances includingDirectors, including but not limited to:
(i) a for any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund Company to dispose of securities it owns or to determine the value of the FundCompany’s nets assets;
(ii) for any other periods that the SEC permits by order for the protection of Members; or
(iii) under such other unusual circumstances as the Board deems advisable to for the Fund benefit of the Company and its Members.
(j5) The Board, in its sole and absolute discretion, shall determine the amount of Units to be repurchased, if any.
(k) . If the number a greater amount of Units tendered is submitted for repurchase by Members as of a Offer Acceptance the Repurchase Request Deadline is greater than the number of Units set forth repurchase offer amount, as determined by the Board in the Repurchase Notice, the Fund may, in the Board’s its sole and absolute discretion, either (i) the Company shall repurchase only the Units submitted for repurchase on a pro rata portion of basis, disregarding fractions, according to the amount of Units tendered submitted for repurchase by each MemberMember as of the Repurchase Request Deadline; provided, with however, that this provision shall not prohibit the number of Company from:
(i) accepting all Units repurchased from a Member determined by reference to the number of Units tendered by such Member submitted for repurchase as by Members who own, beneficially or of record, an aggregate of not more than a specified percentage of such Repurchase Date over the aggregate number of Units tendered and who submit for repurchase as of such Repurchase Dateall their Units, before prorating Units submitted for repurchase by other Members; or
(ii) initiate a new Offer pursuant to which accepting by lot Units submitted for repurchase by Members who offer all the Fund will Units held by them or who, when submitting for repurchase a greater amounts of their Units, which may be equal elect to have either all or less than none or at least a minimum amount or none accepted, if the number of Company first accepts all Units tendered submitted for repurchase by Members in the initial Offer; or (iii) to the extent consistent with applicable law, increase the amount of Units to be repurchased without initiating a new Offerwho do not so elect.
(l6) Promptly Repurchases of Units or portions thereof by the Company shall be payable after a Repurchase Datethe date of each such repurchase or, each Member who tendered Units and who had all or a portion in the case of an offer by the Company to repurchase Units, after the expiration date of such tendered repurchase offer in accordance with the terms of such offer. Payment of the purchase price for Units repurchased by the Fund (or portion thereof) shall be issued made within five days of the relevant Repurchase Request Deadline, and shall consist of a non-interest bearingpromissory note, non-transferable promissory note by the Fund entitling such Member to be paid which need not bear interest, in an amount equal to 100% of the unaudited Net Asset Value such Member’s Units being repurchased, determined as net asset value of the Repurchase Date (after giving effect to all allocations to be made as portion of that date to such Member)the Units redeemed. The note shall will entitle the Member to be paid within 90 calendar 30 days after the Full Repurchase Date Valuation Date, or ten business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the Portfolio Funds (through the Company’s investment in FEG Directional Access Fund (via the Offshore Fund)), whichever is later (either such date, a “Payment Date”).
(m) . Notwithstanding Section 3.2(k)the foregoing, if a Member tendered for has requested the repurchase 95of 90% or more of the Units held by such Member and 95% or more of such Member’s Units are repurchased by the Fund, such Member shall receive receive: (i) cash or a non-interest bearingpromissory note, non-transferable promissory note issued by the Fund which need not bear interest, in an amount equal to 9590% of the estimated unaudited Net Asset Value net asset value of such Member’s the Units being repurchased, (or portion thereof) repurchased by the Company determined as of the Full Repurchase Valuation Date (after giving effect to all allocations to be made as of that date to such Member’s Units, including any Advisory Fee allocable to such Unitscapital account) (the “Initial Payment”), which will be paid on or prior to the Payment Date; and (ii) a non-interest bearing, non-transferrable promissory note issued by entitling the Fund entitling such Member to up holder thereof to the remaining 5% balance of the estimated unaudited Net Asset Value proceeds, to be paid within 30 days of such Memberthe completion of the Company’s Units being repurchasednext annual audit. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Full Repurchase Date (after giving effect Valuation Date, equal to all allocations the amount to be made as repurchased; provided that the Board of that date to such Member’s UnitsDirectors, including any Advisory Fee allocable to such Units) (as adjusted (if at all)in its discretion, the “Subsequent Payment”).
(n) Following the later of
(i) the completion may make payment of the Fund’s annual audit or
(ii) such longer period as purchase price for Units by in-kind distribution of Securities held by the Board in its discretion deems necessary to protect the interests Company. The purchase price of the remaining Members, the amount of the Subsequent Payment Units will be adjusted so that the sum of the Initial Payment and the Subsequent Payment is equal to 100% of the final audited Net Asset Value of such Member’s Units being repurchased, determined as of the Full Repurchase Date (after giving effect to all allocations to be made as of that date to such Member’s Units) and the as-adjusted Subsequent Payment shall be paid to such MemberValuation Date.
(o) The Board in its discretion may pay repurchase proceeds, in whole or in part, in securities of equivalent value. The Fund does not expect that it will distribute securities as payment for repurchased Units except in unusual circumstances, such as in the unlikely event that:
(i) making a cash payment would result in a material adverse effect on the Fund or on Members not requesting that their Units be repurchased; or
(ii) the Master Fund has received distributions from Underlying Funds in the form of securities that are able to be transferred to the Members. In the event that the Fund makes such a distribution of securities as payment for Units, Members shall bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.
(p7) The Board may, in its sole and absolute discretion, elect to impose charges on Members or other persons who submit their Units for repurchase. In the event that a Member requests the repurchase in addition of Units that had been acquired within 18 months of the date of the most recent Repurchase Offer, the Board may require payment of a repurchase fee payable to the Early Repurchase Fee set forth Company in Section 3.2(g) hereinan amount equal to 2% of the repurchase price for such Units, which fee is intended to compensate the Company for expenses related to such repurchase. Units shall be repurchased by treating the Units first acquired by a Member as being repurchased prior to Units acquired by such Member thereafter. The Board may also, in its sole and absolute discretion, allocate to tendering Members withdrawal or similar charges imposed by Portfolio Funds if the Company has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Units and such charges were imposed on the Company.
(q) 8) A Member who tenders some but not all submits for repurchase only a portion of the such Member’s Units for repurchase shall be required to maintain a minimum aggregate Net Asset Value of Units Capital Account balance at least equal to $25,000 unless waived by the Board in its sole discretion. The Fund may reduce the amount to be repurchased from a Member so that the required minimum aggregate Net Asset Value of Units is maintained50,000.
(r9) The Fund Investment Manager may maintain cash or borrow money to pay submit for repurchase proceeds, which would increase the Fund’s operating expenses and would adversely impact the ability of the Fund to achieve its investment objectiveUnits as a Member under Section 4.4 hereof.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (FEG Directional Access TEI Fund LLC)
