Common use of Prior Period Adjustments Clause in Contracts

Prior Period Adjustments. (i) Each Member holding Units in a given Series shall either (A) pay (if a former Member) or (B) permit (if still a Member) the Sponsor to deduct from the Capital Account(s) of the Units held by such Member by Redeeming Units, the amount of any Prior Period Adjustment that the Sponsor determines to be due from such Member or former Member with respect to such Series. With regard to each Series, if a Prior Period Adjustment (or portion thereof) can be specifically identified as attributable to a Member or a former Member of such Series, then the Sponsor shall use reasonable efforts to allocate such Prior Period Adjustment to, and collect such Prior Period Adjustment from, such Member (by Redemption of Units or otherwise) or former Member. The Sponsor shall use reasonable efforts to allocate each Prior Period Adjustment to the current or former Members (each, a “Prior Period Member”) which were Members during the Accounting Period(s) to which such Prior Period Adjustment relates in accordance with the number of Units of such Series which such current or former Member then held. For the avoidance of doubt, each Prior Period Member shall be liable for such portion of each such Prior Period Adjustment as is proportionate to such Prior Period Member’s Units or average Units outstanding, as compared to the total Units or average total Units outstanding, for the relevant prior Accounting Period(s); (ii) In no event shall any provision of this Section 3.10 require any Member or former Member to make a Capital Contribution to repay to the Platform any amounts in excess of the Redemptions or Distributions made to such Member or former Member with respect to the Series in question (and, for the avoidance of doubt, not with respect to any other Series). (b) Any portion of a Prior Period Adjustment that cannot, as determined by the Sponsor, practicably be collected from Prior Period Members shall be allocated equally among all Units of the affected Series outstanding during the then current Accounting Period. (c) The Sponsor may, but shall have no obligation to, take, at the expense of the affected Series, any action which the Sponsor may deem necessary or advisable in an attempt to collect the amount of any Prior Period Adjustment, as well as the costs and expenses related to such collection, from the affected Prior Period Members. In no event shall the Sponsor be liable for any failure of the Platform or the affected Series to receive Prior Period Adjustments from a Prior Period Member or for the Sponsor declining to prosecute any claim therefor. (d) No Prior Period Adjustments, not specifically associated with a Member or former Member, shall be subject to the special allocation provisions of this Section 3.10 unless the amount of such Prior Period Adjustment exceeds 2.5% of the Net Asset Value of the affected Series as of the date that such Prior Period Adjustment would otherwise be specially allocated pursuant to this Section 3.10. For such purposes, a given Prior Period Adjustment shall include all items relating to the same or related causes occurring at or about the same time, as the Sponsor may determine. (e) Notwithstanding the foregoing provisions of this Section 3.10, in the event that a Prior Period Adjustment results in income or gain to rather than a cost or a liability, such income or gain, irrespective of amount, shall be allocated pro rata solely among the Units of the affected Series outstanding as of the date that such income or gain becomes available for distribution.

Prior Period Adjustments. (i) Each Member holding Units in a given Series shall either (A) pay (if a former Member) or (B) permit (if still a Member) the Sponsor to deduct from the Capital Account(s) of the Units held by such Member by Redeeming Units, the amount of any Prior Period Adjustment that the Sponsor determines to be due from such Member or former Member with respect to such Series. With regard to each Series, if a Prior Period Adjustment (or portion thereof) can be specifically identified as attributable to a Member or a former Member of such Series, then the Sponsor shall use reasonable efforts to allocate such Prior Period Adjustment to, and collect such Prior Period Adjustment from, such Member (by Redemption of Units or otherwise) or former Member. The Sponsor shall use reasonable efforts to allocate each Prior Period Adjustment to the current or former Members (each, a “"Prior Period Member”") which were Members during the Accounting Period(s) to which such Prior Period Adjustment relates in accordance with the number of Units of such Series which such current or former Member then held. For the avoidance of doubt, each Prior Period Member shall be liable for such portion of each such Prior Period Adjustment as is proportionate to such Prior Period Member’s 's Units or average Units outstanding, as compared to the total Units or average total Units outstanding, for the relevant prior Accounting Period(s); (ii) In no event shall any provision of this Section 3.10 require any Member or former Member to make a Capital Contribution to repay to the Platform any amounts in excess of the Redemptions or Distributions made to such Member or former Member with respect to the Series in question (and, for the avoidance of doubt, not with respect to any other Series). (b) Any portion of a Prior Period Adjustment that cannot, as determined by the Sponsor, practicably be collected from Prior Period Members shall be allocated equally among all Units of the affected Series outstanding during the then current Accounting Period. (c) The Sponsor may, but shall have no obligation to, take, at the expense of the affected Series, any action which the Sponsor may deem necessary or advisable in an attempt to collect the amount of any Prior Period Adjustment, as well as the costs and expenses related to such collection, from the affected Prior Period Members. In no event shall the Sponsor be liable for any failure of the Platform or the affected Series to receive Prior Period Adjustments from a Prior Period Member or for the Sponsor declining to prosecute any claim therefor. (d) No Prior Period Adjustments, not specifically associated with a Member or former Member, shall be subject to the special allocation provisions of this Section 3.10 unless the amount of such Prior Period Adjustment exceeds 2.5% of the Net Asset Value of the affected Series as of the date that such Prior Period Adjustment would otherwise be specially allocated pursuant to this Section 3.10. For such purposes, a given Prior Period Adjustment shall include all items relating to the same or related causes occurring at or about the same time, as the Sponsor may determine. (e) Notwithstanding the foregoing provisions of this Section 3.10, in the event that a Prior Period Adjustment results in income or gain to rather than a cost or a liability, such income or gain, irrespective of amount, shall be allocated pro rata solely among the Units of the affected Series outstanding as of the date that such income or gain becomes available for distribution.

Prior Period Adjustments. (i) Each Member holding Units in a given Series shall either (Ai) pay (if a former Member) or (Bii) permit (if still a Member) the Sponsor to deduct from the such Member's Capital Account(s) of the Units held by such Member by Redeeming Units, the amount of any Prior Period Adjustment that the Sponsor determines to be due from such Member or former Member with respect to such Series. With regard to each Series, if a Prior Period Adjustment (or portion thereof) can be specifically identified as attributable to a Member or a former Member of such Series, then the Sponsor shall use reasonable efforts to allocate such Prior Period Adjustment to, and collect such Prior Period Adjustment from, such Member (by Redemption of Units or otherwise) or former Member. The Sponsor shall use reasonable efforts to allocate each Prior Period Adjustment to the current or former Members (each, a “"Prior Period Member”") which were Members during the Accounting Period(s) to which such Prior Period Adjustment relates in accordance with the number of Units of such Series which such current or former Member then held. For the avoidance of doubt, each Prior Period Member shall be liable for such portion of each such Prior Period Adjustment as is proportionate to such Prior Period Member’s 's Units or average averaged Units outstanding, as compared to the total Units or average total Units outstanding, for the relevant prior Accounting Period(s); (ii) In no event shall any provision of this Section 3.10 require any Member or former Member to make a Capital Contribution to repay to the Platform any amounts in excess of the Redemptions or Distributions made to such Member or former Member with respect to the Series in question (and, for the avoidance of doubt, not with respect to any other Series). (b) Any portion of a Prior Period Adjustment that cannot, as determined by the Sponsor, practicably be collected from Prior Period Members shall be allocated equally among all Units of the affected Series outstanding during the then current Accounting Period. (c) The Sponsor may, but shall have no obligation to, take, at the expense of the affected Series, any action which the Sponsor may deem necessary or advisable in an attempt to collect the amount of any Prior Period Adjustment, as well as the costs and expenses related to such collection, from the affected Prior Period Members. In no event shall the Sponsor be liable for any failure of the Platform or the affected Series to receive Prior Period Adjustments from a Prior Period Member or for the Sponsor declining to prosecute any claim therefor. (d) No Prior Period Adjustments, not specifically associated with a Member or former Member, shall be subject to the special allocation provisions of this Section 3.10 unless the amount of such Prior Period Adjustment exceeds 2.5% of the Net Asset Value of the affected Series as of the date that such Prior Period Adjustment would otherwise be specially allocated pursuant to this Section 3.10. For such purposes, a given Prior Period Adjustment shall include all items relating to the same or related causes occurring at or about the same time, as the Sponsor may determine. (e) Notwithstanding the foregoing provisions of this Section 3.10, in the event that a Prior Period Adjustment results in income or gain to rather than a cost or a liability, such income or gain, irrespective of amount, shall be allocated pro rata solely among the Units of the affected Series outstanding as of the date that such income or gain becomes available for distribution.