Common use of Memorandum Accounts Clause in Contracts

Memorandum Accounts. (i) In the event that the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Partner agree, such Partner should not participate (or should be limited in its participation) in the Net Capital Appreciation and Net Capital Depreciation, if any, attributable to any digital asset, type of digital asset or any other transaction , the General Partner may allocate such Net Capital Appreciation or Net Capital Depreciation only to the Capital Accounts of Partners to which such considerations or reasons do not apply (or may allocate to the Partner to which such considerations or reasons apply, the portion of such Net Capital Appreciation or Net Capital Depreciation attributable to such Partner's limited participation in such digital asset, type of digital asset or other transaction). If any of the considerations or reasons described above apply, then the General Partner may establish a separate Memorandum Account in which only the Partners having an interest in such digital asset, type of digital asset or transaction have an interest (any such Partner having such an interest, an "Unrestricted Partner") and the Net Capital Appreciation and Net Capital Depreciation for each such Memorandum Account shall be separately calculated. (ii) At the end of each Accounting Period during which a Memorandum Account created pursuant to Section 5.03(d)(i) was in existence (or during which an interest in particular digital assets was otherwise allocated away from one or more Limited Partners), each Capital Account of each Unrestricted Partner may be debited pro rata in accordance with the respective Partnership Percentages of the Capital Accounts of all Unrestricted Partners in an amount equal to the interest that would have accrued on the amount used to purchase the digital assets attributable to the Memorandum Account (the "Purchase Price") had the Purchase Price earned interest at the rate per annum being paid by the Partnership from time to time during the applicable Accounting Period for borrowed funds, or, if funds have not been borrowed by the Partnership during such Accounting Period, at the interest rate per annum that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such Accounting Period. The amount so debited shall then be credited to all of the Capital Accounts on a pro rata basis in accordance with their respective Partnership Percentages.

Memorandum Accounts. (i) In the event that the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner, any Partner and any Partner Feeder Fund Investor, as applicable, agree, such Partner a Capital Account or Series Capital Account should not participate (or should be limited in its participation) in the Net Capital Appreciation and Net Capital Depreciation, if any, attributable to any digital asset, type of of‌ digital asset or any other transaction transaction, the General Partner may allocate such Net Capital Appreciation or Net Capital Depreciation only to the Capital Accounts of Partners or Series Capital Accounts to which such considerations or reasons do not apply (or may allocate to the Partner Capital Account or Series Capital Account to which such considerations or reasons apply, the portion of such Net Capital Appreciation or Net Capital Depreciation attributable to such Partner's Capital Account’s or Series Capital Account’s limited participation in such digital asset, type of digital asset or other transaction). If any of the considerations or reasons described above apply, then the General Partner may establish a separate Memorandum Account in which only the Partners Capital Accounts or Series Capital Accounts having an interest in such digital asset, type of digital asset or transaction have an interest (any such Partner Capital Account or Series Capital Account having such an interest, an "“Unrestricted Partner"Capital Account”) and the Net Capital Appreciation and Net Capital Depreciation for each such Memorandum Account shall be separately calculated. (ii) At the end of each Accounting Period during which a Memorandum Account created pursuant to Section 5.03(d)(i) was in existence (or during which an interest in particular digital assets was otherwise allocated away from one or more Limited PartnersCapital Accounts or Series Capital Accounts), each Unrestricted Capital Account of each Unrestricted Partner may be debited pro rata in accordance with the respective Partnership Percentages of the all Unrestricted Capital Accounts of all Unrestricted Partners in an amount equal to the interest that would have accrued on the amount used to purchase the digital assets attributable to the Memorandum Account (the "“Purchase Price"”) had the Purchase Price earned interest at the rate per annum being paid by the Partnership from time to time during the applicable Accounting Period for borrowed funds, or, if funds have not been borrowed by the Partnership during such Accounting Period, at the interest rate per annum that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such Accounting Period. The amount so debited shall then be credited to all of the Capital Accounts and Series Capital Accounts on a pro rata basis in accordance with their respective Partnership Percentages.Percentages.‌

Memorandum Accounts. (i) In the event that the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Partner agree, such Partner should not participate (or should be limited in its participation) in the Net Capital Appreciation and Net Capital Depreciation, if any, attributable to any digital asset, type of digital asset or any other transaction , the General Partner may allocate such Net Capital Appreciation or Net Capital Depreciation only to the Capital Accounts of Partners to which such considerations or reasons do not apply (or may allocate to the Partner to which such considerations or reasons apply, the portion of such Net Capital Appreciation or Net Capital Depreciation attributable to such Partner's limited participation in such digital asset, type of digital asset or other transaction). If any of the considerations or reasons described above apply, then the General Partner may establish a separate Memorandum Account in which only the Partners having an interest in such digital asset, type of digital asset or transaction have an interest (any such Partner having such an interest, an "Unrestricted Partner") and the Net Capital Appreciation and Net Capital Depreciation for each such Memorandum Account shall be separately calculated.calculated.‌ (ii) At the end of each Accounting Period during which a Memorandum Account created pursuant to Section 5.03(d)(i) was in existence (or during which an interest in particular digital assets was otherwise allocated away from one or more Limited Partners), each Capital Account of each Unrestricted Partner may be debited pro rata in accordance with the respective Partnership Percentages of the Capital Accounts of all Unrestricted Partners in an amount equal to the interest that would have accrued on the amount used to purchase the digital assets attributable to the Memorandum Account (the "Purchase Price") had the Purchase Price earned interest at the rate per annum being paid by the Partnership from time to time during the applicable Accounting Period for borrowed funds, or, if funds have not been borrowed by the Partnership during such Accounting Period, at the interest rate per annum that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such Accounting Period. The amount so debited shall then be credited to all of the Capital Accounts on a pro rata basis in accordance with their respective Partnership Percentages.