Common use of Repurchase of Interests Clause in Contracts

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner holding an Interest or portion thereof shall have the right to withdraw or tender to the Fund for repurchase an Interest or portion thereof. At the investment advisor's recommendation, the Board of Directors may from time to time, in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The General Partner may cause the Fund to repurchase an Interest or portion thereof of a Limited Partner from a Limited Partner in the event that the General Partner or the Board of Directors determine or have reason to believe that: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetency of a Limited Partner; (ii) ownership of such an Interest by a Limited Partner will cause the Fund to be in violation of, or require registration of any Interest or portion thereof 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; (iii) continued ownership of such an Interest 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; (iv) any of the representations and warranties made by a Limited Partner in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or (v) it would be in the best interest of the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or portion thereof. (c) Repurchases of Interests or portions thereof by the Fund shall be payable in cash, without interest. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest as of the applicable tender valuation date.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner holding an Interest or portion thereof shall have the right to withdraw or tender to the Fund for repurchase an Interest or portion thereof. At the investment advisor's adviser’s recommendation, the Board of Directors may from time to time, in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The General Partner may cause the Fund to repurchase an Interest or portion thereof of a Limited Partner from a Limited Partner in the event that the General Partner or the Board of Directors determine or have reason to believe that: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetency of a Limited Partner; (ii) ownership of such an Interest by a Limited Partner will cause the Fund to be in violation of, or require registration of any 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; (iii) continued ownership of such an Interest 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 consequencesconsequences or restrictions; (iv) any of the representations and warranties made by a Limited Partner in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or (v) it would be in the best interest of the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or portion thereof. (c) Repurchases of Interests or portions thereof by the Fund shall be payable in cash, without interest. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% %, or such other amount as determined by the Board, of the net asset value of such Limited Partner’s Interest as of the applicable tender valuation date.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner Investor or other person holding an Interest or portion thereof shall have the right to withdraw withdraw, require redemption of such Interest or tender to the Fund for repurchase an that Interest or portion thereof; PROVIDED, HOWEVER, that a Special Member or Seed Member may receive distributions as provided in Section 5.10. At the investment advisor's recommendation, Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may from time to time, determine in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partnerssole discretion. (b) The General Partner Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a Limited Partner from a Limited Partner in portion of its Interest to another Investor, at the event that the General Partner or most recently calculated net asset valuation of such Investor's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors determine or have reason Directors, including but not limited to believe thatsituations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, disability, dissolution, bankruptcy or incompetency incompetence of a Limited Partneran Investor; (ii) ownership of such an the Interest or portion of the Interest by a Limited Partner will an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any 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, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of such an the Interest or portion of it by the Investor or other person may be harmful or injurious to the business or reputation of the Fund, the Directors Board of Directors, the Adviser or the General Partner, or may subject the Fund or any of the Partners to an undue risk of adverse tax or other fiscal consequencesSubadviser; (iv) any of the representations and warranties made by a Limited Partner an Investor in connection with the acquisition of an Interest or portion thereof of an Interest was not true when made or has ceased to be true; or (v) it would the value of an Investor's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the best interest of the Fund, as determined by or more than an amount that the General PartnerBoard determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, for the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted semi-annually or at such an other intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest-bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which in the case of any semi-annual tender offer would ordinarily be the last business day of June or December), after giving effect to all allocations to be made to such Investor's Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors' sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (cd) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the "Initial Payment"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash, without interest) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereofDirectors. The amount due to any Limited Partner Investor whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest Investor's Capital Account or portion thereof as applicable as of the applicable tender valuation date for such repurchase, after giving effect to all allocations to be made to such Investor's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner Investor or other person holding an Interest or portion thereof shall have the right to withdraw withdraw, require redemption of such Interest or tender to the Fund for repurchase an that Interest or portion thereof. At the investment advisor's recommendation, Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may from time to time, determine in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partnerssole discretion. (b) The General Partner Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a Limited Partner from a Limited Partner in portion of its Interest to another Investor or Person, at the event that the General Partner or most recently calculated net asset valuation of such Investor's Capital Account balance, for any reason deemed advisable by the Board of Directors determine or have reason Directors, including but not limited to believe thatsituations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, disability, dissolution, bankruptcy or incompetency incompetence of a Limited Partneran Investor; (ii) ownership of such an the Interest or portion of the Interest by a Limited Partner will an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any 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, or may subject the Fund or any Investor to an undue risk of adverse tax consequence (such as the Fund's no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of such an the Interest or portion of it by the Investor or other person may be harmful or injurious to the business or reputation of the Fund, the Directors Board of Directors, the Adviser or Subadviser or prevent the General Partner, Adviser or may subject Subadviser from receiving any fees in respect of the Fund or any of the Partners to an undue risk of adverse tax or other fiscal consequencessuch Investor; (iv) any of the representations and warranties made by a Limited Partner an Investor in connection with the acquisition of an Interest or portion thereof of an Interest was not true when made or has ceased to be true; (v) the value of an Investor's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the Fund, or more than an amount that the Board of Directors determines to be a maximum investment in the Fund; or (vvi) it would be in the best interest interests of the Fund, as determined by the General PartnerBoard of Directors in its sole discretion, for the Fund to repurchase such an Interest or portion thereof. (c) Repurchases of Interests or portions thereof by the Fund shall be payable at such time and in such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note (which need not bear interest), or a combination thereof, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the date of such repurchase (the "Initial Payment"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment to be made at a date subsequent to the date of the Initial Payment in cash or a promissory note (which need not bear interest), or a combination thereof, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the date of such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective) over (y) the Initial Payment. Each Investor, by its execution of this Agreement (or of a Subscription Agreement pursuant to Section 5.1 hereof) hereby expressly grants to the Board of Directors the authority to determine the terms of the promissory notes referred to in the preceding sentence. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities or other property (or any combination of Securities, other property and cash, without interest) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose impose, including any condition with respect to maintaining a minimum Capital Account balance, and shall be effective as of a date set by the Board of Directors Directors, which date shall be after the date set for receipt by the Fund of all eligible written tenders of Interests or portion portions thereof. The amount due to any Limited Partner Investor whose Interest or portion thereof is repurchased shall reflect all allocations to be equal made to 80% of the net asset value of such Limited Partner’s Interest Investor's Capital Account as of the effective date of such repurchase. (d) Subject to the approval of the Board of Directors and compliance with the 1940 Act, the Fund may impose a redemption fee in connection with repurchases of Interests (or portions thereof), including a fee applicable tender valuation dateto repurchases of Interests (or portions thereof) effected prior to the expiration of a specified period subsequent to an Investor's admission to the Fund.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner Investor or other person holding an Interest or portion thereof shall have the right to withdraw withdraw, require redemption of such Interest or tender to the Fund for repurchase an that Interest or portion thereof; PROVIDED, HOWEVER, that a Special Member may receive distributions as provided in Section 5.10. At the investment advisor's recommendation, Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may from time to time, determine in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partnerssole discretion. (b) The General Partner Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a Limited Partner from a Limited Partner in portion of its Interest to another Investor, at the event that the General Partner or most recently calculated net asset valuation of such Investor's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors determine or have reason Directors, including but not limited to believe thatsituations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, divorce, disability, dissolution, bankruptcy or incompetency incompetence of a Limited Partneran Investor; (ii) ownership of such an the Interest or portion of the Interest by a Limited Partner will an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any 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, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of such an the Interest or portion of it by the Investor or other person may be harmful or injurious to the business or reputation of the Fund, the Directors or Board of Directors, the General Partner, or may subject the Fund Adviser or any of the Partners to an undue risk of adverse tax or other fiscal consequencesSubadviser; (iv) any of the representations and warranties made by a Limited Partner an Investor in connection with the acquisition of an Interest or portion thereof of an Interest was not true when made or has ceased to be true; or (v) it would the value of an Investor's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the best interest of the Fund, as determined by or more than an amount that the General PartnerBoard determines to be a maximum investment in the Fund. (c) Without limitation upon the powers of the Board of Directors specified in paragraph (b) of this Section 6.3, for the Board of Directors may elect, at its sole discretion, to cause the Fund to repurchase Interests pursuant to written tender offers to all Investors conducted on a quarterly basis beginning no later than as of June 30, 2010 or at such an other intervals or times as the Board of Directors in its sole discretion shall determine. If any such tender offers are made, payment for Interests (or portions thereof) tendered and accepted for purchase may consist of a non-interest bearing, non-transferable promissory note entitling the holder to payment(s) in cash and/or marketable securities equal to the net asset value of the Interest (or portion thereof) as of the valuation date (which would ordinarily be the last day of each quarter), after giving effect to all allocations to be made to such Investor's Capital Account as of such date, including the Incentive Allocation. The terms and amounts of each such tender offer, including without limitation any extensions or amendments of each such tender offer, shall be determined in the Board of Directors' sole discretion in accordance with applicable law; provided, however, that such tender offers shall not be conditioned on any minimum amount of Interests being tendered and that each Investor may tender its entire Interest or a portion of its Interest up to any amount such that such Investor maintains the minimum Capital Account Balance, if any, specified by such tender offer. (cd) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the valuation date for such repurchase (the "INITIAL PAYMENT"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the valuation date for such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash, without interest) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereofDirectors. The amount due to any Limited Partner Investor whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest Investor's Capital Account or portion thereof as applicable as of the applicable tender valuation date for such repurchase, after giving effect to all allocations to be made to such Investor's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner Investor or other person holding an Interest or portion thereof shall have the right to withdraw withdraw, require redemption of such Interest or tender to the Fund for repurchase an that Interest or portion thereof; PROVIDED, HOWEVER, that a Special Member or Seed Member may receive distributions as provided in Section 5.10. At the investment advisor's recommendation, Any repurchases of Interests or portions thereof will be made pursuant to written tenders and at times and on terms and conditions as the Board of Directors may from time to time, determine in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partnerssole discretion. (b) The General Partner Board of Directors may cause the Fund to repurchase an Interest or portion thereof of an Investor or any person acquiring an Interest or portion thereof from or through an 18 Investor without consent or other action by the Investor or other person, or cause an Investor to sell all or a Limited Partner from a Limited Partner in portion of its Interest to another Investor, at the event that the General Partner or most recently calculated net asset valuation of such Investor's Available Capital Account Balance, for any reason deemed advisable by the Board of Directors determine or have reason Directors, including but not limited to believe thatsituations in which: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 6.1 hereof, or such an Interest or portion thereof has vested in any person other than by operation of law as the result of the death, disability, dissolution, bankruptcy or incompetency incompetence of a Limited Partneran Investor; (ii) ownership of such an the Interest or portion of the Interest by a Limited Partner will an Investor or other person is likely to cause the Fund to be in violation of, or require registration of all or any portion of any 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, or may subject the Fund or any Investor to an undue risk of adverse tax (such as the Fund no longer being taxed as a partnership rather than an association taxable as a corporation) or other fiscal or regulatory consequences; (iii) continued ownership of such an the Interest or portion of it by the Investor or other person may be harmful or injurious to the business or reputation of the Fund, the Directors Board of Directors, the Adviser or the General Partner, or may subject the Fund or any of the Partners to an undue risk of adverse tax or other fiscal consequencesSubadviser; (iv) any of the representations and warranties made by a Limited Partner an Investor in connection with the acquisition of an Interest or portion thereof of an Interest was not true when made or has ceased to be true; or (v) it would the value of an Investor's Interest is less than an amount that the Board of Directors determines to be a minimum investment in the best interest of the Fund, as determined by or more than an amount that the General Partner, for Board determines to be a maximum investment in the Fund to repurchase such an Interest or portion thereofFund. (c) Repurchases of Interests or portions thereof by the Fund shall be payable in such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for an Interest or portion thereof may consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be determined by the Board of Directors, of the estimated unaudited net asset value of the Interest (or portion thereof) repurchased by the Fund determined as of the date of such repurchase (the "INITIAL PAYMENT"); and, if determined to be appropriate by the Board of Directors or if the Initial Payment is less than 100% of the estimated unaudited net asset value of the repurchased Interest, (ii) a contingent payment in cash or a promissory note, which need not bear interest, equal to the excess, if any, of (x) the net asset value of the Interest (or portion thereof) repurchased by the Fund as of the date of such repurchase, as subsequently determined (which determination may but need not be based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective), over (y) the Initial Payment. Notwithstanding anything to the contrary, the Fund, in the discretion of the Board of Directors, may pay all or any portion of the repurchase price in Securities (or any combination of Securities and cash, without interest) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors Directors, which date shall be after the date set for receipt by the Fund of all eligible written tenders of Interests or portion portions thereof. The amount due to any Limited Partner Investor whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest Investor's Capital Account or portion thereof as applicable as of the applicable tender valuation effective date of repurchase, after giving effect to all allocations to be made to such Investor's Capital Account as of such date, including the Incentive Allocation.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner holding an Interest or portion thereof shall have the right to withdraw or tender to the Fund for repurchase an Interest or portion thereof. At the investment advisor's adviser’s recommendation, the Board of Directors may from time to time, in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners. (b) The General Partner may cause the Fund to repurchase an Interest or portion thereof of a Limited Partner from a Limited Partner in the event that the General Partner or the Board of Directors determine or have reason to believe that: (i) such an Interest or portion thereof has been transferred in violation of Section 11.3 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetency of a Limited Partner; (ii) ownership of such an Interest by a Limited Partner will cause the Fund to be in violation of, or require registration of any Interest or portion thereof 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; (iii) continued ownership of such an Interest 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; (iv) any of the representations and warranties made by a Limited Partner in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or (v) it would be in the best interest of the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or portion thereof. (c) Repurchases of Interests or portions thereof by the Fund shall be payable in cash, without interest. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest as of the applicable tender valuation date. (d) The Fund may repurchase Interests or portions thereof prior to the fourth anniversary of the Final Closing Date. If, in accordance with this Section 11.1, a Limited Partner repurchases all or a portion of its Interest prior to the fourth anniversary of the Final Closing Date and the Limited Partner has received aggregate distributions equal to at least 125% of its Capital Commitments, the amount due to the Limited Partner will be reduced by the Carried Interest that would otherwise have been paid to the Special Limited Partner in respect of the Limited Partner’s repurchased Interest if the date of the repurchase had been after the fourth anniversary of the Final Closing Date.

Repurchase of Interests. (a) Except as otherwise provided in this Agreement, no Limited Partner Member or other person holding an Interest or portion thereof shall have the right to withdraw or tender require the Master Fund to the Fund redeem for repurchase an that Interest or portion thereof. At the investment advisor's recommendation, the The Board of Directors may Managers from time to time, in its complete and exclusive sole discretion and on such terms and conditions as it may determine, may cause the Master Fund to repurchase Interests or portions thereof pursuant to written tenders. The However, the Master Fund shall not offer to repurchase Interests on more than two occasions during any one Fiscal Year unless it has received an opinion of counsel to the Master Fund that such more frequent offers would not cause any adverse tax consequences to the Master Fund or the Members. In determining whether to cause the Master Fund to repurchase Interests or portions thereof pursuant to written tenders, the Board of Managers shall consider, among other things, the recommendation of the Adviser. The Board of Managers shall cause the Master Fund to repurchase Interests or portions thereof pursuant to written tenders only on terms determined by the Board of Managers to be fair to the Master Fund and to all Limited PartnersMembers (including persons holding Interests acquired from Members), as applicable. (b) The General Partner Adviser may tender its Interest or a portion thereof as a Member under Section 4.4(a) hereof. (c) The Board of Managers may cause the Master Fund to repurchase an Interest or portion thereof of a Limited Partner Member or any person acquiring an Interest or portion thereof from or through a Limited Partner Member in the event that the General Partner or the Board of Directors determine Managers determines or have has reason to believe that: (i1) such an Interest or portion thereof has been transferred in violation of Section 11.3 4.3 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, bankruptcy or adjudication of incompetency of a Limited PartnerMember; (ii2) ownership of such an Interest by a Limited Partner Member or other person will cause the Master Fund to be in violation of, or require registration of any Interest or portion thereof under, or subject the Master Fund to additional registration or regulation under, the securities securities, commodities or commodities other laws of the United States or any other relevant jurisdiction; (iii3) such Member's continued ownership participation in the Master Fund may cause the Master Fund to be classified as a "publicly traded partnership" within the meaning of such an Interest may be harmful or injurious to the business or reputation Section 7704 of the Fund, Code and 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;Treasury Regulations thereunder; or (iv4) any of the representations and warranties made by a Limited Partner Member in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or (v) it would be in the best interest of the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or portion thereof. (cd) Repurchases of Interests or portions thereof by the Master Fund shall be payable promptly after the date of each such repurchase or, in cashthe case of an offer by the Master Fund to repurchase Interests, without promptly after the expiration date of such repurchase offer in accordance with the terms of such offer. Payment of the purchase price for an Interest (or portion thereof) shall consist of: (i) cash or a promissory note, which need not bear interest. All , in an amount equal to such repurchases shall percentage, as may be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set determined by the Board of Directors after receipt by Managers, of the Fund estimated unaudited net asset value of all eligible written tenders of Interests the Interest (or portion thereof. The amount due ) repurchased by the Master Fund determined as of the date of such repurchase (the "Initial Payment"); and, if determined to any Limited Partner whose Interest be appropriate by the Board of Managers or portion if the Initial Payment is less than 100% of the estimated unaudited net asset value, (ii) a promissory note entitling the holder thereof is repurchased shall be to a contingent payment equal to 80% the excess, if any, of (x) the net asset value of such Limited Partner’s the Interest (or portion thereof) repurchased by the Master Fund as of the applicable tender valuation datedate of such repurchase, determined based on the audited financial statements of the Master Fund for the Fiscal Year in which such repurchase was effective, over (y) the Initial Payment. Notwithstanding anything in the foregoing to the contrary, the Board of Managers, in its discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the date of repurchase, equal to the amount to be repurchased. Any promissory note given to satisfy the Initial Payment shall be due and payable not more than 45 days after the date of repurchase or, if the Master Fund has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Interests, 10 business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from such Portfolio Funds. (e) A Member may at any time submit to the Master Fund a written request that the Master Fund repurchase the entire Interest of such Member, as contemplated by Section 6.1(3) hereof. Any such request shall be sent to the Master Fund by registered or certified mail, return receipt requested, and shall be deemed valid upon receipt by the Member of a letter from the Master Fund acknowledging its receipt of the request. The Master Fund shall send such letter to the Member promptly upon its receipt of the Member's request. ----------