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.

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.‌