Membership Units. The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types, classes or series. Each type, class or series of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”) and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Member. The Fund will sell Units at a “Unit Price” that may fluctuate from time to take after the Investment Period based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. The Fund will allow for fractional Units. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to this Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager. Upon receipt of the capital contribution, the Fund will immediately deposit investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time, however, an investment in the Units only becomes effective as an equity investment as of the Effective Date. Investor funds held in the Subscription Account shall pay no interest to the Investor, no distributions to the investor, and shall confer no other rights upon the Investor.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Membership Units. The Membership Interests interest of each Member in the capital and profits of the Members shall Fund will be represented by issued and outstanding in the form of Membership Units, which may be divided into one or more types, classes or series. Each type, class or series Unit shall represent a contribution to the capital of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth Fund in this Agreement with respect an amount equal to such type, class or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”) and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Memberprice paid per Unit. The Fund will sell Membership Units at a “Unit Price” that may fluctuate from time to take after the Investment Period investment period based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. The Fund fund will allow for fractional Unitsunits. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to this the Operating Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager. Upon receipt of the capital contribution, the Fund will immediately deposit investor Investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time, howevertime throughout a calendar quarter. However, an investment in the Units only becomes become effective as an equity investment upon the Fund’s transfer of an Investor’s funds into its operating account (the “Operating Account”) and as of the first day of the calendar quarter (the “Effective Date”) immediately following the Deposit Date. Investor funds held in the Subscription Account shall pay no interest to the Investor. Notwithstanding the foregoing, the Manager may, from time to time, defer the transfer of funds in the Fund’s Operating Account based upon the capital needs and preferences of the Fund. In the event the Manager elects to defer said transfer, the Manager will provide the Investor with no distributions less than twenty (20) days’ written notice of the date upon which the funds will be transferred (“Capital Call”). The Manager may amend, delay or rescind a capital call prior to its Due Date. Any such action will have no effect on a subsequent capital call. No Member will have the right to make any capital contribution not called by the Manager. The Fund may utilize a new Investor’s funds for its operations between the Deposit Date and the Effective Date by transferring all or a portion of such funds as determined by the Manager (the date of which shall be the “Transfer Date”) from the Subscription Account to the investorOperating Account. Any such amounts transferred shall be treated as a loan to the Fund for which the Investor shall receive interest at 7% (annualized) during the period between the Transfer Date and the Effective Date. The Fund will pay the accrued interest (running from the Transfer Date of any funds to the Effective Date) on any funds transferred from the Subscription Account to the Operating Account in the form of a check to the Investor to be prepared and mailed on or shortly after the Effective Date. An Investor’s obligation to purchase Units with their full deposited amount shall be irrevocable during the time between the Deposit Date and the first day of the subsequent calendar quarter. The manager, at its sole discretion; may choose to allow investors to purchase units after the end of the investment period. Any units purchased will be purchased at the prevailing unit price. As soon after the Effective Date as is practicable, the Fund shall issue Units to the Investor at the prevailing Unit Price for any and shall confer no other rights upon all amounts transferred into the InvestorOperating Account since the Deposit Date (i.e., funds that were treated as loaned to the Fund between the Transfer Date and the Effective Date).
Appears in 1 contract
Samples: Operating Agreement
Membership Units. The Membership Interests interest of each Member in the capital and profits of the Members shall Fund will be represented by issued and outstanding in the form of Membership Units, which may be divided into one or more types, classes or series. Each type, class or series Unit shall represent a contribution to the capital of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth Fund in this Agreement with respect an amount equal to such type, class or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”) and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Memberprice paid per Unit. The Fund will sell Membership Units at a “Unit Price” that may fluctuate from time to take after the Investment Period investment period based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. The Fund fund will allow for fractional Unitsunits. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to this the Operating Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager. Upon receipt of the capital contribution, the Fund will immediately deposit investor Investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time, howevertime throughout a calendar quarter. However, an investment in the Units only becomes become effective as an equity investment upon the Fund’s transfer of an Investor’s funds into its operating account (the “Operating Account”) and as of the first day of the calendar quarter (the “Effective Date”) immediately following the Deposit Date. Investor funds held in the Subscription Account shall pay no interest to the Investor. Notwithstanding the foregoing, the Manager may, from time to time, defer the transfer of funds in the Fund’s Operating Account based upon the capital needs and preferences of the Fund. In the event the Manager elects to defer said transfer, the Manager will provide the Investor with no distributions less than ten (10) days’ written notice of the date upon which the funds will be transferred. No Member will have the right to make any capital contribution not called by the Manager. The Fund may utilize a new Investor’s funds for its operations between the Deposit Date and the Effective Date by transferring all or a portion of such funds as determined by the Manager (the date of which shall be the “Transfer Date”) from the Subscription Account to the investorOperating Account. Any such amounts transferred shall be treated as a loan to the Fund for which the Investor shall receive interest at 7% (annualized) during the period between the Transfer Date and the Effective Date. The Fund will pay the accrued interest (running from the Transfer Date of any funds to the Effective Date) on any funds transferred from the Subscription Account to the Operating Account in the form of a check to the Investor to be prepared and mailed on or shortly after the Effective Date. An Investor’s obligation to purchase Units with their full deposited amount shall be irrevocable during the time between the Deposit Date and the first day of the subsequent calendar quarter. The manager, at its sole discretion; may choose to allow investors to purchase units after the end of the investment period. Any units purchased will be purchased at the prevailing unit price. As soon after the Effective Date as is practicable, the Fund shall issue Units to the Investor at the prevailing Unit Price for any and shall confer no other rights upon all amounts transferred into the InvestorOperating Account since the Deposit Date (i.e., funds that were treated as loaned to the Fund between the Transfer Date and the Effective Date).
Appears in 1 contract
Samples: Operating Agreement
Membership Units. The Membership Interests interest of each Member in the capital and profits of the Members shall Fund will be represented by issued and outstanding in the form of Membership Units, which may be divided into one or more types, classes or series. Each type, class or series Unit shall represent a contribution to the capital of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth Fund in this Agreement with respect an amount equal to such type, class or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”) and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Memberprice paid per Unit. The Fund will sell Membership Units at a “Unit Price” that may fluctuate from time to take after the Investment Period investment period based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. The Fund fund will allow for fractional Unitsunits. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to this the Operating Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager. Upon receipt of the capital contribution, the Fund will immediately deposit investor Investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time, howevertime throughout a calendar quarter. However, an investment in the Units only becomes become effective as an equity investment upon the Fund’s transfer of an Investor’s funds into its operating account (the “Operating Account”) and as of the first day of the calendar quarter (the “Effective Date”) immediately following the Deposit Date. Investor funds held in the Subscription Account shall pay no interest to the Investor. Notwithstanding the foregoing, the Manager may, from time to time, defer the transfer of funds in the Fund’s Operating Account based upon the capital needs and preferences of the Fund. In the event the Manager elects to defer said transfer, the Manager will provide the Investor with no less than twenty (20) days’ written notice of the date upon which the funds will be transferred (“Capital Call”). The Manager may amend, delay or rescind a capital call prior to its Due Date. Any such action will have no effect on a subsequent capital call. No Member will have the right to make any capital contribution not called by the Manager. Further, no distributions Member shall be obligated to contribute, and Manager shall have no authority to call, any capital beyond such capital that has been committed. The Fund may utilize a new Investor’s funds for its operations between the Deposit Date and the Effective Date by transferring all or a portion of such funds as determined by the Manager (the date of which shall be the “Transfer Date”) from the Subscription Account to the investorOperating Account. Any such amounts transferred shall be treated as a loan to the Fund for which the Investor shall receive interest at 7% (annualized) during the period between the Transfer Date and the Effective Date. The Fund will pay the accrued interest (running from the Transfer Date of any funds to the Effective Date) on any funds transferred from the Subscription Account to the Operating Account in the form of a check to the Investor to be prepared and mailed on or shortly after the Effective Date. An Investor’s obligation to purchase Units with their full deposited amount shall be irrevocable during the time between the Deposit Date and the first day of the subsequent calendar quarter. The manager, at its sole discretion; may choose to allow investors to purchase units after the end of the investment period. Any units purchased will be purchased at the prevailing unit price. As soon after the Effective Date as is practicable, the Fund shall issue Units to the Investor at the prevailing Unit Price for any and shall confer no other rights upon all amounts transferred into the InvestorOperating Account since the Deposit Date (i.e., funds that were treated as loaned to the Fund between the Transfer Date and the Effective Date).
Appears in 1 contract
Samples: Operating Agreement