Common use of Parallel Series Clause in Contracts

Parallel Series. The Manager may determine that it is appropriate for two or more Series to invest in parallel, generally with one parallel fund consisting of under 100 beneficial owners who are “accredited investors” within the meaning of Regulation D under the Securities Act and the other consisting exclusively of investors who are “qualified purchasers” within the meaning of Section 3(c)(7) of the Investment Company Act in addition to being “accredited investors” as described above. The Manager will have the express authority to direct and/or transfer, as it deems appropriate in its sole discretion, investors to one of the two funds. As of the final closings of such Series (or such other date or dates as the Manager may determine in its commercially reasonable discretion), the holdings of the Series will be adjusted in one or more transactions by appropriate transfers, at cost plus interest at a rate equal to seven percent (7%) per annum (provided that such interest component may be reduced or waived by the Manager in its sole discretion), so that the ratio of such holdings between such Series is in proportion to the respective aggregate Capital Commitments of each entity. Following the final closing of each such Series, all investment opportunities shall be allocated between the parallel Series in proportion to the respective aggregate Capital Commitments of each entity at the time of such investment. Any cost plus interest charge paid by a Series to another Series pursuant to this Section 3.9 shall be treated as a Fund Expense and borne solely by the Members of such Series to which such cost plus interest amount is charged. In the event of any Member’s default or other reduction in the Capital Commitments of a parallel Series, investments acquired subsequent to such default or other reduction shall be allocated in proportion to the respective aggregate Capital Commitments of each entity as adjusted taking into account such reduction or default. All investments and divestitures and distributions by parallel Series shall be made at the same time and on the same terms and conditions. The Manager shall be further authorized to form an entity to act as nominee for the parallel Series collectively to acquire and hold investments on behalf of such parallel Series, as necessary.