Common use of Repurchase of Interests Clause in Contracts

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Partner or other person holding Units shall have the right to withdraw or tender Units to the Fund for repurchase. The Directors may from time to time, in their complete and exclusive discretion and on such terms and conditions as the Directors may determine, cause the Fund to repurchase Units pursuant to written tenders. In determining whether to cause the Fund to repurchase Units pursuant to written tenders, the Directors shall consider the following factors, among others: (1) whether any Partners have requested to tender Units to the Fund; (2) the liquidity of the Fund's assets; (3) the investment plans and working capital requirements of the Fund; (4) the relative economies of scale with respect to the size of the Fund; (5) the history of the Fund in repurchasing Units; (6) the condition of the securities markets; and (7) the anticipated tax consequences of any proposed repurchases of Units. The Directors shall cause the Fund to repurchase Units pursuant to written tenders only on terms fair to the Fund and to all Partners and persons holding Interests acquired from Partners, as applicable. (b) Except as set forth in Sections 4.5(c) and (d) hereof, a General Partner may tender its Units under Section 4.5(a) hereof only if and to the extent that (1) such repurchase would not cause the value of the Capital Account of the General Partner to be less than the value thereof required to be maintained pursuant to Section 5.1(c) hereof, or (2) in the opinion of legal counsel to the Fund, such repurchase would not jeopardize the classification of the Fund as a partnership for U.S. Federal income tax purposes. (c) More than 180 days after termination of the authority to provide Advice and Management, the General Partner may, by written notice to the Directors, tender to the Fund all or any portion of its Capital Account, established and maintained by it as a general partner of the Fund, which it is not required to maintain pursuant to Section 5.1(c) hereof until it ceases to be a general partner of the Fund pursuant to Section 4.1(a) hereof. Within 30 days after the receipt of such notice, the Directors shall cause the tendered portion of such Capital Account to be repurchased by the Fund for cash. (d) If a General Partner ceases to be a general partner of the Fund pursuant to Section 4.1 hereof and the business of the Fund is continued pursuant to Section 6.1(a)(2) hereof, the former General Partner (or its trustee or other legal representative) may, by written notice to the Directors within 60 days of the action resulting in the continuation of the Fund pursuant to Section 6.1(a)(2) hereof, tender to the Fund all or any portion of its Interest. Within 30 days after the receipt of such notice, the Directors shall cause such Interest to be repurchased by the Fund for cash in an amount equal to the balance of the former General Partner's Capital Account or applicable portion thereof. If the former General Partner does not tender to the Fund all of its Interest as permitted by this Section 4.5(d), such Interest shall be thereafter deemed to be and shall be treated in all respects as the Interest of a Limited Partner. (e) The General Partner may cause the Fund to repurchase Units of a Limited Partner or any person acquiring Units from or through a Limited Partner in the event that the General Partner determines or has reason to believe that: (1) such Units have been transferred in violation of Section 4.4 hereof, or such Units have vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetence of a Partner; (2) ownership of such Units by a Partner or other person will cause the Fund to be in violation of, or require registration of any Units under, or subject the Fund to additional registration or regulation under, the securities or commodities laws of the United States or any other relevant jurisdiction; (3) continued ownership of Units may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any of the Partners to an undue risk of adverse tax or other fiscal consequences; (4) any of the representations and warranties made by a Partner in connection with the acquisition of Units was not true when made or has ceased to be true; or (5) it would be in the best interests of the Fund, as determined by the General Partner, for the Fund to repurchase such Units. (f) Repurchases of Units by the Fund shall be payable in cash, without interest, or, in the discretion of the Directors and subject to any applicable rules, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the General Partner may impose and shall be effective as of a date set by the General Partner after receipt by the Fund of all eligible written tenders of Units. The amount due to any Partner whose Units are repurchased shall be equal to the net asset value of the Units repurchased as of the effective date of repurchase, after giving effect to all allocations to be made to such Partner's Capital Account as of such date. Notwithstanding anything to the contrary in this Agreement, and subject to compliance with any applicable rules, a Partner may be compelled to accept a distribution of any asset in kind from the Fund despite the fact that the percentage of the asset distributed to such Partner exceeds the percentage of that asset which is equal to the percentage in which such Partner shares in distributions from the Fund.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Partner Member or other person holding Units shall have the right to withdraw or tender Units to the Fund for repurchase. The Directors may from time to time, in their complete and exclusive discretion and on such terms and conditions as the Directors may determine, cause the Fund to repurchase Units pursuant to written tenders. In determining whether to cause the Fund to repurchase Units pursuant to written tenders, the Directors shall consider the following factors, among others: (1) whether any Partners Members have requested to tender Units to the Fund; (2) the liquidity of the Fund's assets; (3) the investment plans and working capital requirements of the Fund; (4) the relative economies of scale with respect to the size of the Fund; (5) the history of the Fund in repurchasing Units; (6) the condition of the securities markets; and (7) the anticipated tax consequences of any proposed repurchases of Units. The Directors shall cause the Fund to repurchase Units pursuant to written tenders only on terms fair to the Fund and to all Partners Members and persons holding Interests acquired from PartnersMembers, as applicable. (b) Except as set forth in Sections 4.5(c) and (d) hereof, a General Partner an Advisor may tender its Units under Section 4.5(a) hereof only if and to the extent that (1) such repurchase would not cause the value of the Capital Account of the General Partner to be less than the value thereof required to be maintained pursuant to Section 5.1(c) hereofthat, or (2) in the opinion of legal counsel to the Fund, such repurchase would not jeopardize the classification of the Fund as a partnership for U.S. Federal income tax purposes. (c) More than 180 days after termination of the authority to provide Advice and Management, the General Partner Advisor may, by written notice to the Directors, tender to the Fund all or any portion of its Capital Account, established and maintained by it as a general partner member of the Fund, which it is not required to maintain pursuant to Section 5.1(c) hereof until it ceases to be a general partner an Advisor of the Fund pursuant to Section 4.1(a) hereof. Within 30 days after the receipt of such notice, the Directors shall cause the tendered portion of such Capital Account to be repurchased by the Fund for cash. (d) If a General Partner an Advisor ceases to be a general partner an Advisor of the Fund pursuant to Section 4.1 hereof and the business of the Fund is continued pursuant to Section 6.1(a)(2) hereof, the former General Partner Advisor (or its trustee or other legal representative) may, by written notice to the Directors within 60 days of the action resulting in the continuation of the Fund pursuant to Section 6.1(a)(2) hereof, tender to the Fund all or any portion of its Interest. Within 30 days after the receipt of such notice, the Directors shall cause such Interest to be repurchased by the Fund for cash in an amount equal to the balance of the former General PartnerAdvisor's Capital Account or applicable portion thereof. If the former General Partner Advisor does not tender to the Fund all of its Interest as permitted by this Section 4.5(d), such Interest shall be thereafter deemed to be and shall be treated in all respects as the Interest of a Limited PartnerMember. (e) The General Partner Board may cause the Fund to repurchase Units of a Limited Partner Member or any person acquiring Units from or through a Limited Partner Member in the event that the General Partner Board determines or has reason to believe that: (1) such Units have been transferred in violation of Section 4.4 hereof, or such Units have vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetence of a PartnerMember; (2) ownership of such Units by a Partner Member or other person will cause the Fund to be in violation of, or require registration of any Units under, or subject the Fund to additional registration or regulation under, the securities or commodities laws of the United States or any other relevant jurisdiction; (3) continued ownership of Units may be harmful or injurious to the business or reputation of the Fund, the Directors or the General PartnerAdvisor, or may subject the Fund or any of the Partners Members to an undue risk of adverse tax or other fiscal consequences; (4) any of the representations and warranties made by a Partner Member in connection with the acquisition of Units was not true when made or has ceased to be true; or (5) it would be in the best interests of the Fund, as determined by the General PartnerBoard, for the Fund to repurchase such Units. (f) Repurchases of Units by the Fund shall be payable in cash, without interest, or, in the discretion of the Directors and subject to any applicable rules, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the General Partner Board may impose and shall be effective as of a date set by the General Partner Board after receipt by the Fund of all eligible written tenders of Units. The amount due to any Partner Member whose Units are repurchased shall be equal to the net asset value of the Units repurchased as of the effective date of repurchase, after giving effect to all allocations to be made to such PartnerMember's Capital Account as of such date. Notwithstanding anything to the contrary in this Agreement, and subject to compliance with any applicable rules, a Partner Member may be compelled to accept a distribution of any asset in kind from the Fund despite the fact that the percentage of the asset distributed to such Partner Member exceeds the percentage of that asset which is equal to the percentage in which such Partner Member shares in distributions from the Fund.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Partner Member or other person holding Units an Interest or portion thereof shall have the right to withdraw or tender Units to the Fund for repurchaserepurchase of the Interest or any portion thereof. The Directors may Board may, from time to time, time and in their its complete and exclusive discretion and on such terms and conditions as the Directors it may determine, cause the Fund to offer to repurchase Units Interests or portions thereof from Members, including the Adviser or any of its affiliates, pursuant to written tenders. In determining whether to cause the Fund to offer to repurchase Units Interests or portions thereof from Members pursuant to written tenders, the Directors Board shall consider the following factors, among others: (1) whether any Partners Members have requested to tender Units Interests or portions thereof to the Fund; (2) the liquidity of the Fund's assetsassets (including fees and costs associated with withdrawing from Investment Funds); (3) the investment plans and working capital requirements of the Fund; (4) the relative economies of scale of the tenders with respect to the size of the Fund; (5) the history of the Fund in repurchasing UnitsInterests or portions thereof; (6) the condition availability of information as to the value of the securities markets; andFund's investments in underlying Investment Funds; (7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; (8) the anticipated tax consequences of any proposed repurchases of UnitsInterests or portions thereof; and (9) the recommendations of the Adviser. The Directors Board shall cause the Fund to repurchase Units Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Partners and Members (including persons holding Interests acquired from PartnersMembers), as applicable. (b) Except as set forth in Sections 4.5(c) and (d) hereof, a General Partner may tender its Units under Section 4.5(a) hereof only if and Subject to the extent that (1) such repurchase would not cause the value of the Capital Account of the General Partner to be less than the value thereof required to be maintained pursuant to Section 5.1(c) hereof, or (2) in the opinion of legal counsel to the Fund, such repurchase would not jeopardize the classification of the Fund as a partnership for U.S. Federal income tax purposes. (c) More than 180 days after termination of the authority to provide Advice and Managementapplicable law, the General Partner may, by written notice to the Directors, tender to the Fund all or any portion of its Capital Account, established and maintained by it as a general partner of the Fund, which it is not required to maintain pursuant to Section 5.1(c) hereof until it ceases to be a general partner of the Fund pursuant to Section 4.1(a) hereof. Within 30 days after the receipt of such notice, the Directors shall cause the tendered portion of such Capital Account to be repurchased by the Fund for cash. (d) If a General Partner ceases to be a general partner of the Fund pursuant to Section 4.1 hereof and the business of the Fund is continued pursuant to Section 6.1(a)(2) hereof, the former General Partner (or its trustee or other legal representative) may, by written notice to the Directors within 60 days of the action resulting in the continuation of the Fund pursuant to Section 6.1(a)(2) hereof, tender to the Fund all or any portion of its Interest. Within 30 days after the receipt of such notice, the Directors shall cause such Interest to be repurchased by the Fund for cash in an amount equal to the balance of the former General Partner's Capital Account or applicable portion thereof. If the former General Partner does not tender to the Fund all of its Interest as permitted by this Section 4.5(d), such Interest shall be thereafter deemed to be and shall be treated in all respects as the Interest of a Limited Partner. (e) The General Partner Board may cause the Fund to repurchase Units an Interests or portions thereof of a Limited Partner Member or any person acquiring Units an Interest or portion thereof from or through a Limited Partner in Member if the event that the General Partner Board determines or has reason to believe that: (1) such Units have an Interest or portion thereof has been transferred in violation of Section 4.4 hereof, or such Units have an Interest or potion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetence incompetency of a PartnerMember; (2) if any transferee does not meet any investor eligibility requirements established by the Fund from time to time; (3) ownership of such Units an Interest by a Partner Member or other person will cause the Fund to be in violation of, or require registration of any Units Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities securities, commodities or commodities other laws of the United States or any other relevant jurisdiction; (34) continued ownership of Units such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, Fund or may subject the Fund or any of the Partners Members to an undue risk of adverse tax or other fiscal consequences; (45) any of the representations and warranties made by a Partner Member in connection with the acquisition of Units an Interest or portion thereof was not true when made or has ceased to be true; (6) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold an Interest or portion thereof; (7) the account balance of the Member falls below $25,000; or (5) 8) it would be in the best interests of the Fund, as determined by the General PartnerBoard, for the Fund to repurchase such Unitsan Interest or portion thereof. (fc) Repurchases of Units Interests or portions thereof by the Fund shall be payable in cashnon-interest bearing promissory notes, without interestunless the Board, in its discretion, determines otherwise, or, in the discretion of the Directors and subject to any applicable rulesBoard, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the General Partner Board may impose and shall be effective as of a date set by the General Partner Board after receipt by the Fund of all eligible written tenders of UnitsInterests or portions thereof. The amount due to any Partner Member whose Units are Interest or portion thereof is repurchased shall be equal to the net asset value of the Units repurchased such Member's Capital Account or portion thereof as applicable as of the effective date of repurchase, after giving effect to all allocations to be made to such PartnerMember's Capital Account as of such date. Notwithstanding anything . (d) If, at any time after the first two full years of the Fund's operations, a Member submits to the contrary in this AgreementFund a written request to commence a repurchase offer and the Fund does not, and subject to compliance with any applicable rules, a Partner may be compelled to accept a distribution of any asset in kind within two years from the Fund despite the fact that the percentage date of such written request, commence a repurchase offer for at least 5% of the asset distributed to such Partner exceeds the percentage net assets of that asset which is equal to the percentage in which such Partner shares in distributions from the Fund, the Fund promptly will thereafter offer to all then Members the opportunity to contribute all or any portion of their Interests to a special purpose vehicle (an "SPV") to be registered under the 1940 Act or exempt from such registration and having the investment objective to self-liquidate at least 90% of its assets within three full fiscal years of such contribution. Any such offer to contribute will be made pursuant to an offering registered under the Securities Act of 1933, as amended, or pursuant to offering exempt from such registration. Any SPV organized pursuant to this section will not bear any investment advisory or investment management fees after the three fiscal year period.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Partner Member or other person holding Units an Interest or portion thereof shall have the right to withdraw or tender Units to the Fund for repurchaserepurchase of that Interest or portion thereof. The Directors Board may from time to time, in their its complete and exclusive discretion and on such terms and conditions as the Directors it may determine, cause the Fund to repurchase Units Interests or portions thereof pursuant to written tenderstenders or as otherwise permitted under the 1940 Act. In determining whether to cause the Fund to repurchase Units Interests or portions thereof pursuant to written tenders, the Directors Board shall consider the following factors, among others: (1) whether any Partners Members have requested to tender Units Interests or portions thereof to the Fund; (2) the liquidity of the Fund's ’s assets; (3) the investment plans and working capital requirements of the Fund; (4) the relative economies of scale with respect to the size of the Fund; (5) the history of the Fund in repurchasing UnitsInterests or portions thereof; (6) the condition of the securities markets; and (7) the anticipated tax consequences of any proposed repurchases of UnitsInterests or portions thereof. The Directors Board shall cause the Fund to repurchase Units Interests or portions thereof pursuant to written tenders or as otherwise permitted under the 1940 Act only on terms fair to the Fund and to all Partners and Members (including persons holding Interests acquired from PartnersMembers), as applicable. (b) Except as set forth in Sections 4.5(c) and (d) hereof, a General Partner The Adviser may tender its Units under Section 4.5(a) hereof only if and to the extent that (1) such repurchase would not cause the value of the Capital Account of the General Partner to be less than the value thereof required to be maintained pursuant to Section 5.1(c) hereofInterest or a portion thereof, or (2) in otherwise have its Interest or a portion thereof repurchased as permitted under the opinion of legal counsel to the Fund1940 Act, such repurchase would not jeopardize the classification as a Member or Special Advisory Member of the Fund as a partnership for U.S. Federal income tax purposesunder Section 4.6(a) hereof. (c) More than 180 days after termination of If the authority to provide Advice and Management, the General Partner may, by written notice to the Directors, tender to the Fund all or any portion of its Capital Account, established and maintained by it Adviser’s status as a general partner of the Fund, which it Special Advisory Member is not required to maintain pursuant to Section 5.1(c) hereof until it ceases to be a general partner of the Fund pursuant to Section 4.1(a) hereof. Within 30 days after the receipt of such notice, the Directors shall cause the tendered portion of such Capital Account to be repurchased by the Fund for cash. (d) If a General Partner ceases to be a general partner of the Fund terminated pursuant to Section 4.1 hereof and the business of the Fund is continued pursuant to Section 6.1(a)(2) hereof, the former General Partner it (or its trustee or other legal representative) may, by written notice to the Directors Board within 60 days of the action resulting in the continuation effective date of the Fund pursuant to Section 6.1(a)(2) hereofsuch termination, tender to the Fund for repurchase all or any portion of its InterestCapital Account. Within Not later than 30 days after the receipt of such notice, the Directors Board shall cause such Interest tendered portion of the Capital Account to be repurchased by the Fund for cash in an amount equal to the balance of the former General Partner's Capital Account or applicable portion thereof. If the former General Partner does not tender to the Fund all of its Interest as permitted by this Section 4.5(d), such Interest shall be thereafter deemed to be and shall be treated in all respects as the Interest of a Limited Partnercash. (ed) The General Partner Board may cause the Fund to repurchase Units an Interest or portion thereof of a Limited Partner Member or any person acquiring Units an Interest or portion thereof from or through a Limited Partner in Member if the event that the General Partner Board determines or has reason to believe that: (1) such Units have an Interest or portion thereof has been transferred in violation of Section 4.4 hereof, or such Units have an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetence incompetency of a PartnerMember; (2) ownership of such Units an Interest by a Partner Member or other person will cause the Fund to be in violation of, or require registration of any Units Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities securities, commodities or commodities other laws of the United States or any other relevant jurisdiction; (3) continued ownership of Units such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors Adviser or the General PartnerDirectors, or may subject the Fund or any of the Partners Members to an undue risk of adverse tax or other fiscal consequences; (4) any of the representations and warranties made by a Partner Member in connection with the acquisition of Units an Interest or portion thereof was not true when made or has ceased to be true; or (5) it would be in the best interests of the Fund, as determined by the General PartnerBoard, for the Fund to repurchase such Unitsan Interest or portion thereof. (fe) Repurchases of Units Interests or portions thereof by the Fund shall be payable in cashcash or in part by promissory note, in each case without interest, unless the Board, in its discretion, determines otherwise, or, in the discretion of the Directors and subject to any applicable rulesBoard, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the General Partner Board may impose and shall be effective as of a date set by the General Partner Board and, if applicable, after receipt by the Fund of all eligible written tenders of UnitsInterests or portion thereof. The amount due to any Partner Member whose Units are Interest or portion thereof is repurchased shall be equal to the net asset estimated value of the Units repurchased such Member’s Capital Account or portion thereof as applicable as of the effective date of repurchase, after giving effect to all allocations to be made to such Partner's Member’s Capital Account as of such date. Notwithstanding anything to the contrary in this Agreement, and subject to compliance with any applicable rules, a Partner may be compelled to accept a distribution of any asset in kind from the Fund despite the fact that the percentage of the asset distributed to such Partner exceeds the percentage of that asset which is equal to the percentage in which such Partner shares in distributions from the Fund.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Partner Member or other person holding Units an Interest or portion thereof shall have the right to withdraw or tender Units to the Fund for repurchaserepurchase of the Interest or any portion thereof. The Directors may Board may, from time to time, time and in their its complete and exclusive discretion and on such terms and conditions as the Directors it may determine, cause the Fund to offer to repurchase Units Interests or portions thereof from Members, including the Adviser or any of its affiliates, pursuant to written tenders. In determining whether to cause the Fund to offer to repurchase Units Interests or portions thereof from Members pursuant to written tenders, the Directors Board shall consider the following factors, among others: (1) whether any Partners Members have requested to tender Units Interests or portions thereof to the Fund; (2) the liquidity of the Fund's assets’s assets (including fees and costs associated with withdrawing from Investment Funds); (3) the investment plans and working capital requirements of the Fund; (4) the relative economies of scale of the tenders with respect to the size of the Fund; (5) the history of the Fund in repurchasing UnitsInterests or portions thereof; (6) the condition availability of information as to the value of the securities markets; andFund’s investments in underlying Investment Funds; (7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; (8) the anticipated tax consequences of any proposed repurchases of UnitsInterests or portions thereof; and (9) the recommendations of the Adviser. The Directors Board shall cause the Fund to repurchase Units Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Partners and Members (including persons holding Interests acquired from PartnersMembers), as applicable. (b) Except as set forth in Sections 4.5(c) and (d) hereof, a General Partner may tender its Units under Section 4.5(a) hereof only if and to the extent that (1) such repurchase would not cause the value of the Capital Account of the General Partner to be less than the value thereof required to be maintained pursuant to Section 5.1(c) hereof, or (2) in the opinion of legal counsel to the Fund, such repurchase would not jeopardize the classification of the Fund as a partnership for U.S. Federal income tax purposes. (c) More than 180 days after termination of the authority to provide Advice and Management, the General Partner may, by written notice to the Directors, tender to the Fund all or any portion of its Capital Account, established and maintained by it as a general partner of the Fund, which it is not required to maintain pursuant to Section 5.1(c) hereof until it ceases to be a general partner of the Fund pursuant to Section 4.1(a) hereof. Within 30 days after the receipt of such notice, the Directors shall cause the tendered portion of such Capital Account to be repurchased by the Fund for cash. (d) If a General Partner ceases to be a general partner of the Fund pursuant to Section 4.1 hereof and the business of the Fund is continued pursuant to Section 6.1(a)(2) hereof, the former General Partner (or its trustee or other legal representative) may, by written notice to the Directors within 60 days of the action resulting in the continuation of the Fund pursuant to Section 6.1(a)(2) hereof, tender to the Fund all or any portion of its Interest. Within 30 days after the receipt of such notice, the Directors shall cause such Interest to be repurchased by the Fund for cash in an amount equal to the balance of the former General Partner's Capital Account or applicable portion thereof. If the former General Partner does not tender to the Fund all of its Interest as permitted by this Section 4.5(d), such Interest shall be thereafter deemed to be and shall be treated in all respects as the Interest of a Limited Partner. (e) The General Partner Board may cause the Fund to repurchase Units an Interests or portions thereof of a Limited Partner Member or any person acquiring Units an Interest or portion thereof from or through a Limited Partner in Member if the event that the General Partner Board determines or has reason to believe that: (1) such Units have an Interest or portion thereof has been transferred in violation of Section 4.4 hereof, or such Units have an Interest or potion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetence incompetency of a PartnerMember; (2) if any transferee does not meet any investor eligibility requirements established by the Fund from time to time; (3) ownership of such Units an Interest by a Partner Member or other person will cause the Fund to be in violation of, or require registration of any Units Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities securities, commodities or commodities other laws of the United States or any other relevant jurisdiction; (34) continued ownership of Units such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, Fund or may subject the Fund or any of the Partners Members to an undue risk of adverse tax or other fiscal consequences; (45) any of the representations and warranties made by a Partner Member in connection with the acquisition of Units an Interest or portion thereof was not true when made or has ceased to be true; (6) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold an Interest or portion thereof; (7) the account balance of the Member falls below $25,000; or (5) 8) it would be in the best interests of the Fund, as determined by the General PartnerBoard, for the Fund to repurchase such Unitsan Interest or portion thereof. (fc) Repurchases of Units Interests or portions thereof by the Fund shall be payable in cashnon-interest bearing promissory notes, without interestunless the Board, in its discretion, determines otherwise, or, in the discretion of the Directors and subject to any applicable rulesBoard, in Securities (or any combination of Securities and cash) of equivalent value. All such repurchases shall be subject to any and all conditions as the General Partner Board may impose and shall be effective as of a date set by the General Partner Board after receipt by the Fund of all eligible written tenders of UnitsInterests or portions thereof. The amount due to any Partner Member whose Units are Interest or portion thereof is repurchased shall be equal to the net asset value of the Units repurchased such Member’s Capital Account or portion thereof as applicable as of the effective date of repurchase, after giving effect to all allocations to be made to such Partner's Member’s Capital Account as of such date. Notwithstanding anything . (d) If, at any time after the first two full years of the Fund’s operations, a Member submits to the contrary in this AgreementFund a written request to commence a repurchase offer and the Fund does not, and subject to compliance with any applicable rules, a Partner may be compelled to accept a distribution of any asset in kind within two years from the Fund despite the fact that the percentage date of such written request, commence a repurchase offer for at least 5% of the asset distributed to such Partner exceeds the percentage net assets of that asset which is equal to the percentage in which such Partner shares in distributions from the Fund, the Fund promptly will thereafter offer to all then Members the opportunity to contribute all or any portion of their Interests to a special purpose vehicle (an “SPV”) to be registered under the 1940 Act or exempt from such registration and having the investment objective to self-liquidate at least 90% of its assets within three full fiscal years of such contribution. Any such offer to contribute will be made pursuant to an offering registered under the Securities Act of 1933, as amended, or pursuant to offering exempt from such registration. Any SPV organized pursuant to this section will not bear any investment advisory or investment management fees after the three fiscal year period.