Common use of Funding Notices; Method of Payment; Issuance of Units Clause in Contracts

Funding Notices; Method of Payment; Issuance of Units. (i) Prior to an Exchange Listing, and following the initial Drawdown with respect to any Member (both of its initial Capital Commitment and of any aggregate increased Capital Commitment following a Subsequent Closing), the Investment Manager shall deliver to such Member a notice (a “Funding Notice”) requiring Capital Contributions to be made to the Fund (a “Drawdown”) no later than ten (10) Business Days prior to the date of such Drawdown (the “Drawdown Due Date”). The Funding Notice for the initial Drawdown with respect to any Member (both of its initial Capital Commitment and of any aggregate increased Capital Commitment following a Subsequent Closing) shall be provided by the Investment Manager to such Member at least five (5) Business Days prior to the date of such initial Drawdown. (ii) Each Funding Notice shall specify: (A) the date of the Drawdown; (B) the bank account of the Fund to which Capital Contributions are to be paid; (C) in general terms, the purpose of such Drawdown (e.g., to fund Pre-Exchange Listing Management Fees, Pre-Exchange Listing Administration Fees, Fund Expenses, Organizational Expenses, Portfolio Investments or a combination thereof); and (D) the U.S. dollar amount of such Member’s proportionate share of such Drawdown determined as set forth in paragraph (d) below. (iii) Each Member shall contribute to the Fund by wire transfer of immediately available funds, in U.S. dollars, to the bank account of the Fund designated in the Funding Notice for such Drawdown, on or prior to the date of the Drawdown as specified in such Funding Notice. (iv) Following the Capital Contribution by a Member in respect of a Drawdown, on the Drawdown Due Date, Units will be issued to the Member. For the avoidance of doubt, the issuance of Units will not occur earlier than the Drawdown Due Date, notwithstanding that a Member contributed amounts prior to the Drawdown Due Date. Units will be issued at a per-Unit price equal to the net asset value (“NAV”) per Unit as of the close of the last quarter preceding the funding date, subject to any adjustments. Any adjustments would take into account a determination of changes to NAV within 48 hours of the sale to assure compliance with Section 23(b) of the Investment Company Act. (v) At any time between the delivery of a Funding Notice and the Drawdown Due Date, the Investment Manager or the Fund may cancel the Funding Notice and related Drawdown. In such event, (i) no Units will be issued to any Member in respect of such Funding Notice and (ii) any amounts contributed by a Member in respect of such Funding Notice will be returned to the Member.

Funding Notices; Method of Payment; Issuance of Units. (i) Prior to an Exchange Listing, and following Following the initial Drawdown with respect to any Member (both of its initial Capital Commitment and of any aggregate increased Capital Commitment following a Subsequent Closing), the Investment Manager shall deliver to such Member a notice (a “Funding Notice”) requiring Capital Contributions to be made to the Fund (a “Drawdown”) no later than ten (10) Business Days prior to the date of such Drawdown (the “Drawdown Due Date”). The Funding Notice for the initial Drawdown with respect to any Member (both of its initial Capital Commitment and of any aggregate increased Capital Commitment following a Subsequent Closing) shall be provided by the Investment Manager to such Member at least five (5) two Business Days prior to the date of such initial Drawdown. (ii) Each Funding Notice shall specify: (A) the date of the Drawdown; (B) the bank account of the Fund to which Capital Contributions are to be paid; (C) in general terms, the purpose of such Drawdown (e.g., to fund Pre-Exchange Listing Management Fees, Pre-Exchange Listing Administration Fees, Fund Expenses, Organizational Expenses, Portfolio Investments or a combination thereof); and (D) the U.S. dollar amount of such Member’s proportionate share of such Drawdown determined as set forth in paragraph (d) below. (iii) Each Member shall contribute to the Fund by wire transfer of immediately available funds, in U.S. dollars, to the bank account of the Fund designated in the Funding Notice for such Drawdown, on or prior to the date of the Drawdown as specified in such Funding Notice. (iv) Following the Capital Contribution by a Member in respect of a Drawdown, on the Drawdown Due Date, Units will be issued to the Member. For the avoidance of doubt, the issuance of Units will not occur earlier than the Drawdown Due Date, notwithstanding that a Member contributed amounts prior to the Drawdown Due Date. Units will be issued at a per-Unit price equal to the net asset value (“NAV”) per Unit as of the close of the last quarter preceding the funding date, subject to any adjustments. Any adjustments would take into account a determination of changes to NAV within 48 hours of the sale to assure compliance with Section 23(b) of the Investment Company Act. (v) At any time between the delivery of a Funding Notice and the Drawdown Due Date, the Investment Manager or the Fund Company may cancel the Funding Notice and related Drawdown. In such event, (i) no Units will be issued to any Member in respect of such Funding Notice and (ii) any amounts contributed by a Member in respect of such Funding Notice will be returned to the Member.