Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of Trust, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to the Trust for redemption or repurchase their Shares or any portion thereof. The Board may, from time to time and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, the Board may consider the following factors, among others: (1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase; (2) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (3) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles); (4) the investment plans and working capital requirements of the Trust; (5) the relative economies of scale of the tenders with respect to the size of the Trust; (6) the history of the Trust in repurchasing Shares or portions thereof; (7) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles; (8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; (9) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and (10) the recommendations of the Investment Manager. The Board shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind. (b) Repurchases of Shares or portions thereof by the Trust may be payable in non-interest bearing promissory notes, unless the Board, in its discretion, determines otherwise, or, in the discretion of the Board, 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 Board may impose and shall be effective as of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.
Appears in 8 contracts
Samples: Agreement and Declaration of Trust (Wilshire Private Assets Tender Fund), Agreement and Declaration of Trust (Wilshire Private Assets Fund), Agreement and Declaration of Trust (Delaware Wilshire Private Markets Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by Subadvisers) (as defined in the Trust’s prospectus);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than $100,000 or such other minimum amount established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 9.2(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares ’s Shares, as of the effective date of repurchase. In the discretion If all of the Boarda Shareholder’s Shares are repurchased, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose that Shareholder will cease to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe a Shareholder.
Appears in 6 contracts
Samples: Trust Agreement (Morgan Creek Global Equity Long/Short Fund), Trust Agreement (Morgan Creek Global Equity Long/Short Fund), Trust Agreement (Global Equity Long/Short Master Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than $25,000 or such other minimum amount established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 9.2(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares ’s Shares, as of the effective date of repurchase. In the discretion If all of the Boarda Shareholder’s Shares are repurchased, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose that Shareholder will cease to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe a Shareholder.
Appears in 5 contracts
Samples: Agreement and Declaration of Trust (Altegris KKR Private Equity Fund), Agreement and Declaration of Trust (Altegris KKR Private Equity Master Fund), Trust Agreement (Entrust Multi-Strategy Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited to Shares of one or more Series and may be limited in amount (for example, to not more than 10% of the outstanding Shares of a particular Series). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof of a Series to the TrustCompany;
(32) the liquidity of the Trust's Series' assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustSeries;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustSeries;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments a Series' interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Series of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders (including persons holding Shares as may be acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder's Shares shall be required to maintain a Share balance as to the relevant Series with a net asset value equal to at least $25,000 (or such lower amount equal to the Shareholder's initial Share balance as to the relevant Series) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder's Share balance as to a Series to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Shareholder's Shares in the particular Series.
(c) The Adviser may tender its Shares as a Shareholder under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Shareholder or any person acquiring Shares from or through a Shareholder in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of this Section 4.5, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Shareholder;
(2) ownership of such Shares by a Shareholder or other person is likely to cause the Company or a Series to be in violation of, or require registration of any Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Company, a Series, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company, or a Series or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion"Special Laws or Regulations"), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Shareholder is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and best interests of the Company or the particular Series for the Company to repurchase such Shares.
(e) Repurchases shall be effective as of a date set after receipt and acceptance by the Board after receipt by the Trust Company of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Board of Directors from time to time, shall be subject to the following repurchase procedures:
(1) Members choosing to tender Shares for repurchase must do so by the 25th day of the second month prior to that containing the date as of which Shares are to be repurchased (the "Notice Date"). (For example, the Notice Date for a repurchase offer having a December 31 repurchase date would be October 25.) Shares (or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased ) will be valued as of the Valuation Date (which date, unless otherwise determined by the Board of Directors, shall be the last business day of March, June, September or December, as applicable). Tenders generally are not revocable following the Notice Date;
(2) promptly after accepting any tender, the Company will give to each Member a promissory note (the "Promissory Note") entitling the Member to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Valuation Date, of the Member's Shares accepted for repurchase; and
(3) the Promissory Note will be non-interest bearing and nontransferable. Payment in respect of the Promissory Note will be made as of the later of (i) a period of within 30 days after the Valuation Date, and (ii) if a Series has requested withdrawal of its capital from one or more Investment Funds in order to fund the repurchase of Shares of such Series, within ten business days after the Series has received at least 90% of the aggregate amount withdrawn from such Investment Funds. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay all or any portion of the repurchase price in marketable Securities (or any combination of marketable Securities and cash) having a value, determined as of the date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose equal to the Trustees in writing such information with respect amount to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe repurchased.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios (Series M) LLC), Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC), Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited to Shares of one or more Series and may be limited in amount (for example, to not more than 10% of the outstanding Shares of a particular Series). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof of a Series to the TrustCompany;
(32) the liquidity of the Trust's Series’ assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustSeries;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustSeries;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments a Series’ interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Series of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders (including persons holding Shares as may be acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to maintain a Share balance as to the relevant Series with a net asset value equal to at least $25,000 (or such lower amount equal to the Shareholder’s initial Share balance as to the relevant Series) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder’s Share balance as to a Series to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Shareholder’s Shares in the particular Series.
(c) The Adviser may tender its Shares as a Shareholder under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Shareholder or any person acquiring Shares from or through a Shareholder in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of this Section 4.5, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Shareholder;
(2) ownership of such Shares by a Shareholder or other person is likely to cause the Company or a Series to be in violation of, or require registration of any Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Company, a Series, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company, or a Series or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion“Special Laws or Regulations”), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Shareholder is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and best interests of the Company or the particular Series for the Company to repurchase such Shares.
(e) Repurchases shall be effective as of a date set after receipt and acceptance by the Board after receipt by the Trust Company of all eligible written tenders of Shares or portions thereoffrom Shareholders, and terms and procedures for notice of repurchase offers, repurchase eligibility and payment for repurchased Shares shall be as determined by the Board of Directors from time to time. The amount due to Board of Directors, in its discretion, may pay all or any Shareholder whose Shares portion of the repurchase price in marketable Securities (or portion thereof is repurchased shall be any combination of marketable Securities and cash) having a value, determined as of the date of repurchase, equal to the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose amount to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe repurchased.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Skybridge Opportunity Fund LLC), Limited Liability Company Agreement (Skybridge Multi-Adviser Hedge Fund Portfolios LLC), Limited Liability Company Agreement (Skybridge Multi-Adviser Hedge Fund Portfolios LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited in amount (for example, to not more than 10% of the outstanding Shares). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustCompany;
(32) the liquidity of the Trust's Company’s assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustCompany;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustCompany;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments Company’s interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Company of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders (including persons holding Shares as may be acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to maintain a Share balance with a net asset value equal to at least $25,000 (or such lower amount equal to the Shareholder’s initial Share balance) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder’s Share balance to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Shareholder’s Shares.
(c) The Adviser may tender its Shares as a Shareholder under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Shareholder or any person acquiring Shares from or through a Shareholder in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of Section 4.4, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Shareholder;
(2) ownership of such Shares by a Shareholder or other person is likely to cause the Company to be in violation of, or subject the Company to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Company, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion“Special Laws or Regulations”), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Shareholder is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and best interests of the Company for the Company to repurchase such Shares.
(e) Repurchases shall be effective as of a date set after receipt and acceptance by the Board after receipt by the Trust Company of all eligible written tenders of Shares or portions thereoffrom Shareholders, and terms and procedures for notice of repurchase offers, repurchase eligibility and payment for repurchased Shares shall be as determined by the Board of Directors from time to time. The amount due to Board of Directors, in its discretion, may pay all or any Shareholder whose Shares portion of the repurchase price in marketable Securities (or portion thereof is repurchased shall be any combination of marketable Securities and cash) having a value, determined as of the date of repurchase, equal to the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose amount to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe repurchased.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Skybridge G II Fund, LLC), Limited Liability Company Agreement (Skybridge G II Fund, LLC), Limited Liability Company Agreement (Skybridge Diversified Hedge Fund Portfolio, LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by sub-advisors);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees, an advisor and/or sub-advisor. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees, an advisor or sub-advisor or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Board, repurchase offer in securities (or any combination accordance with the terms of securities and cash) of equivalent valuethe repurchase offer. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Shareholder, is less than $5,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. If all of a Shareholder's ’s Shares as are repurchased, that Shareholder will cease to be a Shareholder.
(d) The Trust intends to commence a share repurchase program following the first full calendar quarter after the Trust’s initial closing, pursuant to which it intends to repurchase, during each calendar quarter, up to 5% of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases weighted average number of Shares consistent with outstanding in the 1940 Act. The holders prior four calendar quarters (or a portion thereof during the Trust’s first fiscal year) at the price, net of all sales load, at which Shares shall upon demand disclose to are being sold in the Trustees in writing such information with respect to direct and indirect ownership of Shares as offering on the Trustees deem necessary to comply with the requirements of any taxing authority.date of
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Triloma EIG Global Energy Fund), Agreement and Declaration of Trust (Triloma EIG Global Energy Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to require the Trust for redemption or repurchase their Shares or any portion thereofto redeem its Shares. The Board Trustees may, from time to time and in its their complete and exclusive discretion and on such terms and conditions as it they may determinedetermine (subject to the 1940 Act and other applicable law), cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenderstender offers. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenderstender offers, the Board Trustees shall consider the recommendation of the Investment Adviser or any of its Affiliates, and may also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3ii) the liquidity of the Trust's ’s assets (including fees and costs associated with the Master Fund withdrawing from its investments, including investments in unregistered pooled investment vehiclesHedge Funds);
(4iii) the investment plans and working capital requirements of the Trust;
(5) the relative economies of scale of the tenders with respect to the size of the Trust;
(6iv) the history of the Trust in repurchasing Shares or portions thereofShares;
(7v) the availability of information as to the value of the Trust's investments, including investments Master Fund’s interests in unregistered pooled investment vehiclesunderlying Hedge Funds;
(8) vi) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9vii) the any anticipated tax or regulatory consequences to the Trust of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment ManagerShares. The Board Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders tender offers only on terms they determine, in their sole discretion, to be reasonable and fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares or portions thereof by shall be required to retain Shares with a value equal to an amount specified in the Prospectus. If a Shareholder tenders an amount that would cause the value of the Shareholder’s Shares to be less than the required minimum amount the Trust reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum amount is maintained or to cause the Trust to repurchase the Shareholder’s entire interest in the Trust.
(c) Any Trustee or the Investment Adviser or any of its Affiliates may tender its, his or her Shares under this Section.
(d) The Trustees may cause the Trust to repurchase the Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, and each Shareholder shall by acquiring such Shares be payable deemed to have affirmatively consented to such repurchase, in non-interest bearing promissory notesthe event that the Trustees in their sole discretion determine that:
(i) such Shares have been transferred in violation of Article VIII, unless Section 1 hereof, or such Shares have vested in any person other than by operation of law as the Boardresult of the death, divorce, bankruptcy, insolvency, adjudicated incompetence, dissolution, merger, reorganization or termination of a Shareholder and the Trustees, in its sole discretion, determines otherwisedid not approve the admission of a substitute Shareholder;
(ii) ownership of such Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, oror require registration of any Shares under, in or subject the discretion Trust to additional registration or regulation under, the securities, commodities or other laws of the Board, in securities (United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust, the Trustees, the Investment Adviser or any of their affiliates, or may subject the Trust, or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) ownership of equivalent value. All such repurchases shall Shares by the Shareholder would cause the Trust to be subject to any and all conditions as additional regulatory or compliance requirements imposed by laws other than the Board may impose and Securities Act, the Exchange Act or the 1940 Act; or
(vi) it would be in the best interests of the Trust for the Trust to repurchase the Shares or a portion of them, including without limitation in connection with the liquidation or termination of the Trust.
(e) Repurchases pursuant to Trust tender offers shall be effective as of a date set by the Board end of the Notice Date Period after receipt and acceptance by the Trust of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Trustees from time to time, including as a result of changes in applicable law or portions the interpretation thereof, shall be subject to the following repurchase procedures:
(i) Shareholders choosing to tender Shares for repurchase must do so within the applicable Notice Date Period. The amount due to any Shares (or a portion thereof) will be valued in accordance with the Trust’s valuation procedures as of the Repurchase Valuation Date;
(ii) promptly after the Notice Date Period, each Shareholder whose Shares (or a portion thereof is repurchased shall thereof) have been accepted for repurchase will have the rights and be bound by the terms of a repurchase instrument (“Repurchase Instrument”), including the right to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Repurchase Valuation Date and in accordance with Article VI hereof, of the repurchased Shares (or a portion thereof);
(iii) the Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable;
(iv) a Shareholder who is bound by the terms of the Repurchase Instrument (the “Payee”) shall retain all rights, with respect to its tendered Shares, to inspect the books and records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Repurchase Instrument, such Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Repurchase Valuation Date, the Repurchase Valuation Date shall become the date on which the Trust is liquidated or dissolved and the value of repurchasethe repurchased Shares will be calculated in accordance with the foregoing sentence.
(v) The initial payment in respect of the Repurchase Instrument (“Initial Payment”) will be made as of the later of (i) any Business Day that is within 45 days after the Repurchase Valuation Date, or (ii) if the Master Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Master Fund has received at least 90% of the aggregate amount withdrawn from the Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments as they may determine in their sole discretion;
(vi) The second and final payment in respect of the Repurchase Instrument (“Post-Audit Payment”) is expected to be the difference, if any, of (i) the value of repurchased Shares, determined as of the Valuation Date and based upon the results of the annual audit of the Trust’s financial statements for the year in which the Valuation Date occurs, and (ii) the Initial Payment. The Post Audit Payment will be made promptly after completion of the annual audit of the Trust’s financial statements. No interest will be paid on any amounts owed under the Repurchase Instrument. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash). The Trustees may from time to time amend the foregoing policies and procedures and establish such other policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Trust and the Shareholders, including without limitation the imposition of fees for the repurchase of all or some Shares through tender offers.
(f) In the discretion event that the Trustees determine that the Trust should repurchase all or a portion of the BoardShares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, repurchases shall be subject to the following repurchase procedures unless otherwise determined by the Trustees from time to time:
(i) Shares (or a portion thereof) will be valued in accordance with the Trust’s valuation procedures as of the “Compulsory Repurchase Valuation Date” (which date, unless otherwise determined by the Trustees, shall be the last Business Day of the quarter in which the Trust intends to repurchase the Shares);
(ii) promptly after the Trustees determine that the Trust should repurchase all or a portion of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, the Trust may impose will give to such Person whose Shares (or portion thereof) have been called for repurchase fees (a “Compulsorily Repurchased Shareholder”) notice of the Trust’s intent to repurchase the Shares and early withdrawal charges on repurchases the expected Compulsory Repurchase Valuation Date for such Shares;
(iii) promptly after the Compulsorily Repurchased Shareholders have been given notice of Shares consistent with the 1940 Act. The holders Trust’s intent to repurchase Shares, each Compulsorily Repurchased Shareholder will have the rights and be bound by the terms of Shares shall upon demand disclose a repurchase instrument (the “Compulsory Repurchase Instrument”), including the right to be paid an amount equal to the Trustees value, determined as of the Compulsory Repurchase Valuation Date and in writing such information accordance with Article VI hereof, of the repurchased Shares;
(iv) the Compulsory Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable;
(v) a Shareholder who is a bound by the terms of a Compulsory Repurchase Instrument (the “Compulsory Repurchase Instrument Payee”) shall retain all rights, with respect to direct its tendered Shares, to inspect the books and indirect ownership records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Compulsory Repurchase Instrument, such Compulsory Repurchase Instrument Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Compulsory Repurchase Instrument Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Compulsory Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Compulsory Repurchase Valuation Date, the Compulsory Repurchase Valuation Date shall become the date which the Trust is liquidated or dissolved and the value of the repurchased Shares as the Trustees deem necessary to comply will be calculated in accordance with the requirements foregoing sentence;
(vi) The initial payment in respect of the Compulsory Repurchase Instrument (“Compulsory Initial Payment”) will be made as of the later of (i) any taxing authorityBusiness Day that is within 45 days after the Compulsory Repurchase Valuation Date, or (ii) if the Master Fund has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Compulsory Repurchase Instrument and make payments in respect of the Compulsory Repurchase Instrument in any number of installments as it may determine in their sole discretion;
(vii) The second and final payment in respect of the Compulsory Repurchase Instrument (“Compulsory Post-Audit Payment”) is expected to be the difference, if any, of (i) the value of repurchased Shares, determined as of the Compulsory Repurchase Valuation Date and based upon the results of the annual audit of the Trust’s financial statements for which the year in which the Compulsory Repurchase Valuation Date occurs, and (ii) the Compulsory Initial Payment. The Compulsory Post Audit Payment will be made promptly after completion of the annual audit of the Trust’s financial statements. No interest will be paid on any amounts owed under the Compulsory Repurchase Instrument. The Compulsory Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Compulsory Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash).
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Private Advisors Alternative Strategies Fund), Trust Agreement (Private Advisors Alternative Strategies Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by sub-advisors);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees, an advisor and/or sub-advisor. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees, an advisor or sub-advisor or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Board, repurchase offer in securities (or any combination accordance with the terms of securities and cash) of equivalent valuethe repurchase offer. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Shareholder, is less than $5,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. If all of a Shareholder's ’s Shares as are repurchased, that Shareholder will cease to be a Shareholder.
(d) The Trust intends to commence a share repurchase program following the first full calendar quarter after the Trust’s initial closing, pursuant to which it intends to repurchase, during each calendar quarter, up to 2.5% of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases weighted average number of Shares consistent with outstanding in the 1940 Act. The holders prior four calendar quarters (or a portion thereof during the Trust’s first fiscal year) at the price, net of all sales load, at which Shares shall upon demand disclose to are being sold in the Trustees in writing such information with respect to direct and indirect ownership of Shares as offering on the Trustees deem necessary to comply with the requirements of any taxing authority.date of
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Triloma EIG Global Energy Term Fund I), Agreement and Declaration of Trust (Triloma EIG Global Energy Term Fund I)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by Subadvisers) (as defined in the Trust’s prospectus);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by The Trustees may cause the Trust may be payable in non-interest bearing promissory notesto repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, unless on terms fair to the Board, in its discretion, determines otherwise, orTrust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in securities (violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(3) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Morgan Creek Global Equity Long/Short Institutional Fund), Agreement and Declaration of Trust (Morgan Creek Global Equity Long/Short Institutional Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person holding Shares or portion thereof shall have the right to withdraw or tender to the Trust Fund for redemption or repurchase their Shares or any portion thereofthose Shares. The Board may, of Directors from time to time and time, in its complete and exclusive sole discretion and on such terms and conditions as it may determine, may cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust Fund to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether any Members have requested to tender Shares to the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchaseFund;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the Trustliquidity of the Fund's assets;
(3) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles);
(4) the investment plans and working capital requirements of the TrustFund;
(54) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(5) the history of the Fund in making such repurchases;
(6) the history economic condition of the Trust in repurchasing Shares or portions thereof;securities markets; and
(7) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) the anticipated tax consequences of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Fund to repurchase Shares or portions thereof only pursuant to written tenders and only on terms determined by the Board of Directors to be fair to the Trust Fund and to all Shareholders Members (including persons holding Shares as may be acquired from ShareholdersMembers), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) A Member who tenders for repurchase only a portion of the Member's Shares will be required to maintain a Share balance following completion of the repurchase with a net asset value equal to at least $50,000. Such $50,000 required minimum balance shall be net of the amount of any Incentive Fee to be charged as of the Valuation Date. If a Member tenders an amount that would cause the Member's Share balance following completion of the repurchase to fall below the required minimum, the Fund reserves the right to reduce the amount to be purchased from the Member so that the required minimum balance is maintained.
(c) The Adviser (or an affiliated company) may tender Shares that it holds as a Member under Section 4.6(a) hereof.
(d) [Removed and Reserved]
(e) The Board of Directors may cause the Fund to repurchase Shares of a Member or any person acquiring the same from or through a Member in the event that the Board of Directors determines or has reason to believe that:
(1) such Shares have been transferred in violation of Section 4.4 hereof, or such Shares have vested in any person by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a Member;
(2) ownership of such Shares by a Member or other person will cause the Fund to be in violation of, or subject the Fund to additional registration or regulation under, the securities laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares may be harmful or injurious to the business or reputation of the Fund, the Directors or the Adviser, or may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal consequences;
(4) any of the representations and warranties made by a Member in connection with the acquisition of Shares 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 Board of Directors in its sole discretion, for the Fund to repurchase such Shares.
(f) Repurchases of Shares or portions thereof by the Trust Fund shall be payable promptly after the date of each such repurchase or, in the case of an offer by the Fund to effect such a repurchase, promptly after the expiration date of the relevant repurchase offer in accordance with the terms of such offer. Payment of the purchase price for Shares shall consist of: (i) cash or a promissory note, which need not bear interest, in an amount equal to such percentage, as may be payable determined by the Board of Directors, of the estimated unaudited net asset value of the Shares 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, (ii) a promissory note entitling the holder thereof to a contingent payment equal to the excess, if any, of (x) the net asset value of the Shares repurchased by the Fund as of the date of such repurchase over (y) the Initial Payment. Notwithstanding anything in non-interest bearing promissory notesthe foregoing to the contrary, unless the BoardBoard of Directors, in its discretion, determines otherwise, or, in the discretion may pay any portion of the Board, repurchase price in securities marketable Securities (or any combination of securities marketable Securities and cash) of equivalent having a value. All such repurchases shall be subject to any and all conditions as the Board may impose and shall be effective , determined as of a the date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be repurchase, equal to the net asset value 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 such Shareholder's Shares as repurchase or, if the Fund has requested withdrawal of its capital from any Portfolio Funds in order to fund the repurchase of Shares, 10 business days after the Fund has received at least 90% of the effective date of repurchase. In aggregate amount withdrawn by the discretion Fund from such Portfolio Funds.
(g) Subject to the approval of the Board, the Trust may impose repurchase fees Board of Directors and early withdrawal charges on repurchases of Shares consistent compliance with the 1940 Act, the Fund may impose a redemption fee in connection with repurchases of Shares, including a fee applicable to repurchases of Shares effected prior to expiration of a specified period subsequent to a Member's admission to the Fund.
(h) A Member may at any time submit to the Fund a written request that the Fund repurchase all Shares held by such Member, as contemplated by Section 7.1(3) hereof. Any such request shall be sent to the Fund by registered or certified mail, return receipt requested, and shall be deemed valid only if the Member has received a letter from the Fund acknowledging its receipt of the request. The holders of Shares Fund shall upon demand disclose send such letter to the Trustees in writing such information with respect to direct and indirect ownership Member promptly upon its receipt of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityMember's request.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Oppenheimer Tremont Opportunity Fund LLC), Limited Liability Company Agreement (Oppenheimer Tremont Market Neutral Fund LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement (b) , no Shareholder or other person Person holding any Shares or portion thereof shall have the right to withdraw or tender to the Trust for redemption repurchase of or repurchase their Shares or to redeem any portion thereofsuch Shares. The Board may, Trustees may from time to time time, and in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager Adviser or any of its affiliatesAffiliates thereof, pursuant to written tenderstenders or to redeem Shares from Shareholders, including the Investment Adviser or any Affiliates thereof. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, or to redeem Shares, the Board Trustees may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares to the Trust or portions thereof to have their Shares redeemed by the Trust;
(3ii) the liquidity of the Trust's assets Trust Assets (including fees and costs associated with withdrawing from its disposing of the Trust’s interests in underlying investments, including investments in unregistered pooled investment vehicles);
(4iii) the investment plans and working capital and reserve requirements of the Trust;
(5iv) the relative economies of scale of the tenders or redemptions with respect to the size of the Trust;
(6v) the history of the Trust in repurchasing Shares or portions thereofredeeming Shares;
(7vi) the availability of information as to the value of the Trust's investments, including ’s investments in unregistered pooled investment vehiclesunderlying investments;
(8) vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9viii) the anticipated tax consequences to the Trust of any proposed repurchases or redemptions of Shares or portions thereofShares; and
(10ix) the recommendations of the Investment ManagerAdviser. The Board With respect to repurchases, the Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons and Persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases The Trustees may cause the Trust to repurchase or redeem all or any portion of the Shares of a Shareholder or portions thereof any Person acquiring any Shares from or through a Shareholder if the Trustees determine or have reason to believe that:
(i) such Shares have been transferred in violation of Section 6.9 hereof, or such Shares have vested in any Person by operation of law (i.e., the result of the death, bankruptcy, insolvency, or dissolution of the Shareholder);
(ii) if any transferee does not meet any investor eligibility requirements established by the Trust from time to time;
(iii) ownership of such Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction;
(iv) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust or the Investment Adviser or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(v) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(vi) with respect to a Shareholder subject to special laws or regulations, the Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;
(vii) the investment balance of the Shareholder falls below the amount the Trustees determines from time to time to be a minimum investment in the Trust or rises above the amount the Trustees determines from time to time to be a maximum investment in the Trust; or
(viii) it would be in the interests of the Trust, as determined by the Trustees, for the Trust to repurchase or redeem such Shares.
(c) The Trust may repurchase Common Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof, or an agent designated by such owner, at a price not exceeding the net asset value per share determined as set forth in Article VIII hereof as of the time specified in the prospectus of the Trust at the time in effect.
(d) Repurchases or redemptions of Shares by the Trust shall be payable in non-interest bearing promissory notesnotes with such terms as determined by the Trustees in its discretion, unless the BoardBoard of Trustees, in its discretion, determines otherwise, or, in the discretion of the BoardTrustees, in securities (or any combination of securities and cash) of equivalent value. All such repurchases or redemptions shall be subject to any and all conditions as the Board Trustees may impose and all such repurchases shall be effective as of a date set by the Board Trustees after receipt by the Trust of all eligible written tenders of Shares or portions thereofas of a date set by the Trustees. The amount due to any Shareholder whose Shares are repurchased or portion thereof is repurchased redeemed shall be equal to the net asset value of such Shareholder's ’s Shares as applicable as of the effective date of repurchase. In repurchase or redemption (as determined by the Trust in connection with the purchase and/or redemption or repurchase of Shares), subject to any applicable early repurchase fee or contingent deferred sales charge, and subject to subsequent adjustment, in the discretion of the BoardInvestment Adviser, in the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with event that additional relevant information becomes available following the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityTrust’s annual audit.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (83 Investment Group Income Fund), Agreement and Declaration of Trust (83 Investment Group Income Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s Prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in securities in kind (or any combination of securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than $50,000 or such other minimum amount established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 9.2(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares ’s Shares, as of the effective date of repurchase. In the discretion If all of the Boarda Shareholder’s Shares are repurchased, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose that Shareholder will cease to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe a Shareholder.
Appears in 2 contracts
Samples: Trust Agreement (AIP Alternative Lending Fund P), Trust Agreement (AIP Alternative Lending Fund A)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to require the Trust for redemption or repurchase their Shares or any portion thereofto redeem its Shares. The Board Trustees may, from time to time and in its their complete and exclusive discretion and on such terms and conditions as it they may determinedetermine (subject to the 1940 Act and other applicable law), cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenderstender offers. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenderstender offers, the Board Trustees shall consider the recommendation of the Investment Adviser or any of its Affiliates, and may also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3ii) the liquidity of the Trust's ’s assets (including fees and costs associated with the Trust withdrawing from its investments, including investments in unregistered pooled investment vehiclesHedge Funds);
(4iii) the investment plans and working capital requirements of the Trust;
(5) the relative economies of scale of the tenders with respect to the size of the Trust;
(6iv) the history of the Trust in repurchasing Shares or portions thereofShares;
(7v) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesunderlying Hedge Funds;
(8) vi) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9vii) the any anticipated tax or regulatory consequences to the Trust of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment ManagerShares. The Board Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders tender offers only on terms they determine, in their sole discretion, to be reasonable and fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares or portions thereof by shall be required to retain Shares with a value equal to an amount specified in the Prospectus. If a Shareholder tenders an amount that would cause the value of the Shareholder’s Shares to be less than the required minimum amount the Trust reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum amount is maintained or to cause the Trust to repurchase the Shareholder’s entire interest in the Trust.
(c) Any Trustee or the Investment Adviser or any of its Affiliates may tender its, his or her Shares under this Section.
(d) The Trustees may cause the Trust to repurchase the Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, and each Shareholder shall by acquiring such Shares be payable deemed to have affirmatively consented to such repurchase, in non-interest bearing promissory notesthe event that the Trustees in their sole discretion determine that:
(i) such Shares have been transferred in violation of Article VIII, unless Section 1 hereof, or such Shares have vested in any person other than by operation of law as the Boardresult of the death, divorce, bankruptcy, insolvency, adjudicated incompetence, dissolution, merger, reorganization or termination of a Shareholder and the Trustees, in its sole discretion, determines otherwisedid not approve the admission of a substitute Shareholder;
(ii) ownership of such Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, oror require registration of any Shares under, in or subject the discretion Trust to additional registration or regulation under, the securities, commodities or other laws of the Board, in securities (United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust, the Trustees, the Investment Adviser or any of their affiliates, or may subject the Trust, or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) ownership of equivalent value. All such repurchases shall Shares by the Shareholder would cause the Trust to be subject to any and all conditions as additional regulatory or compliance requirements imposed by laws other than the Board may impose and Securities Act, the Exchange Act or the 1940 Act; or
(vi) it would be in the best interests of the Trust for the Trust to repurchase the Shares or a portion of them, including without limitation in connection with the liquidation or termination of the Trust.
(e) Repurchases pursuant to Trust tender offers shall be effective as of a date set by the Board end of the Notice Date Period after receipt and acceptance by the Trust of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Trustees from time to time, including as a result of changes in applicable law or portions the interpretation thereof, shall be subject to the following repurchase procedures:
(i) Shareholders choosing to tender Shares for repurchase must do so within the applicable Notice Date Period. The amount due to any Shares (or a portion thereof) will be valued in accordance with the Trust’s valuation procedures as of the Repurchase Valuation Date;
(ii) promptly after the Notice Date Period, each Shareholder whose Shares (or a portion thereof is repurchased shall thereof) have been accepted for repurchase will have the rights and be bound by the terms of a repurchase instrument (“Repurchase Instrument”), including the right to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Repurchase Valuation Date and in accordance with Article VI hereof, of the repurchased Shares (or a portion thereof);
(iii) the Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable;
(iv) a Shareholder who is bound by the terms of the Repurchase Instrument (the “Payee”) shall retain all rights, with respect to its tendered Shares, to inspect the books and records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Repurchase Instrument, such Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Repurchase Valuation Date, the Repurchase Valuation Date shall become the date on which the Trust is liquidated or dissolved and the value of repurchasethe repurchased Shares will be calculated in accordance with the foregoing sentence.
(v) The initial payment in respect of the Repurchase Instrument (“Initial Payment”) will be made as of the later of (i) any Business Day that is within 45 days after the Repurchase Valuation Date, or (ii) if the Trust has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn from the Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments as they may determine in their sole discretion;
(vi) The second and final payment in respect of the Repurchase Instrument (“Post-Audit Payment”) is expected to be the difference, if any, of (i) the value of repurchased Shares, determined as of the Valuation Date and based upon the results of the annual audit of the Trust’s financial statements for the year in which the Valuation Date occurs, and (ii) the Initial Payment. The Post Audit Payment will be made promptly after completion of the annual audit of the Trust’s financial statements. No interest will be paid on any amounts owed under the Repurchase Instrument. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash). The Trustees may from time to time amend the foregoing policies and procedures and establish such other policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Trust and the Shareholders, including without limitation the imposition of fees for the repurchase of all or some Shares through tender offers.
(f) In the discretion event that the Trustees determine that the Trust should repurchase all or a portion of the BoardShares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, repurchases shall be subject to the following repurchase procedures unless otherwise determined by the Trustees from time to time:
(i) Shares (or a portion thereof) will be valued in accordance with the Trust’s valuation procedures as of the “Compulsory Repurchase Valuation Date” (which date, unless otherwise determined by the Trustees, shall be the last Business Day of the quarter in which the Trust intends to repurchase the Shares);
(ii) promptly after the Trustees determine that the Trust should repurchase all or a portion of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, the Trust may impose will give to such Person whose Shares (or portion thereof) have been called for repurchase fees (a “Compulsorily Repurchased Shareholder”) notice of the Trust’s intent to repurchase the Shares and early withdrawal charges on repurchases the expected Compulsory Repurchase Valuation Date for such Shares;
(iii) promptly after the Compulsorily Repurchased Shareholders have been given notice of Shares consistent with the 1940 Act. The holders Trust’s intent to repurchase Shares, each Compulsorily Repurchased Shareholder will have the rights and be bound by the terms of Shares shall upon demand disclose a repurchase instrument (the “Compulsory Repurchase Instrument”), including the right to be paid an amount equal to the Trustees value, determined as of the Compulsory Repurchase Valuation Date and in writing such information accordance with Article VI hereof, of the repurchased Shares;
(iv) the Compulsory Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable;
(v) a Shareholder who is a bound by the terms of a Compulsory Repurchase Instrument (the “Compulsory Repurchase Instrument Payee”) shall retain all rights, with respect to direct its tendered Shares, to inspect the books and indirect ownership records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Compulsory Repurchase Instrument, such Compulsory Repurchase Instrument Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Compulsory Repurchase Instrument Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Compulsory Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Compulsory Repurchase Valuation Date, the Compulsory Repurchase Valuation Date shall become the date which the Trust is liquidated or dissolved and the value of the repurchased Shares as the Trustees deem necessary to comply will be calculated in accordance with the requirements foregoing sentence;
(vi) The initial payment in respect of the Compulsory Repurchase Instrument (“Compulsory Initial Payment”) will be made as of the later of (i) any taxing authorityBusiness Day that is within 45 days after the Compulsory Repurchase Valuation Date, or (ii) if the Trust has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Compulsory Repurchase Instrument and make payments in respect of the Compulsory Repurchase Instrument in any number of installments as it may determine in their sole discretion;
(vii) The second and final payment in respect of the Compulsory Repurchase Instrument (“Compulsory Post-Audit Payment”) is expected to be the difference, if any, of (i) the value of repurchased Shares, determined as of the Compulsory Repurchase Valuation Date and based upon the results of the annual audit of the Trust’s financial statements for which the year in which the Compulsory Repurchase Valuation Date occurs, and (ii) the Compulsory Initial Payment. The Compulsory Post Audit Payment will be made promptly after completion of the annual audit of the Trust’s financial statements. No interest will be paid on any amounts owed under the Compulsory Repurchase Instrument. The Compulsory Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Compulsory Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash).
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Private Advisors Alternative Strategies Master Fund), Trust Agreement (Private Advisors Alternative Strategies Master Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than $10,000 or such other minimum amount established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 9.2(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares ’s Shares, as of the effective date of repurchase. In the discretion If all of the Boarda Shareholder’s Shares are repurchased, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose that Shareholder will cease to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe a Shareholder.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Ramius Archview Credit & Distressed Feeder Fund), Agreement and Declaration of Trust (Ramius Archview Credit & Distressed Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by The Trustees may cause the Trust may be payable in non-interest bearing promissory notesto repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, unless on terms fair to the Board, in its discretion, determines otherwise, orTrust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in securities (violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(3) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 2 contracts
Samples: Trust Agreement (EnTrust Multi-Strategy Master Fund), Agreement and Declaration of Trust (AIP Macro Registered Fund A)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person holding Shares or portion thereof shall have acquired from a Member has the right to require the Fund to withdraw, redeem or tender to the Trust Fund for redemption or repurchase their Shares or any portion thereofof its Shares. The Board of Managers may, from time to time and in its complete and exclusive sole discretion and on such terms and conditions as it may determine, cause the Trust Fund to offer to repurchase Shares or portions thereof from ShareholdersMembers, including the Investment Manager First Trust or any of its affiliatesAffiliates, pursuant to written tenderstenders by Members. The Board of Managers, in its sole discretion, will determine the aggregate value of Shares to be repurchased, which may be a percentage of the value of the Fund’s outstanding Shares. In determining whether to cause the Trust to Fund should offer to repurchase Shares or portions thereof from Shareholders Members pursuant to written tendersrequests and the amount of Shares to be repurchased, the Board of Managers may consider the following factors, among others:
(1i) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2ii) whether any Shareholders Members have requested to tender Shares or portions thereof to the TrustFund;
(3iii) the working capital and liquidity requirements of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles)Fund;
(4iv) the investment plans and working capital requirements relative sizes of the Trustrepurchase requests and the Fund;
(5v) the relative economies of scale past practice of the tenders with respect to the size of the TrustFund in repurchasing Shares;
(6vi) the history of the Trust in repurchasing Shares or portions thereof;
(7) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions condition of the securities markets market and the economy generally, as well as political, national or international developments or current affairs;; and
(9vii) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Manager. The Board shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kindShares.
(b) Repurchases First Trust and each of its Affiliates may tender their Shares or a portion thereof as a Member or Organizational Member, as applicable, under Section 4.4(a) hereof, without notice to the other Members.
(c) If the Board of Managers determines in its sole discretion that the Fund will offer to repurchase Shares, the Board of Managers will provide written notice to Members. Such notice will include: (i) the commencement date of the repurchase offer; (ii) the Expiration Date on which repurchase requests must be received by the Fund; and (iii) other information Members should consider in deciding whether and how to participate in such repurchase opportunity.
(d) The amount due to any Member whose Shares are repurchased shall, subject to the terms of this Agreement (including, without limitation, Section 4.4(a)), be an amount equal to the value of the Shares being repurchased based on the Net Asset Value of the Fund as of the Valuation Date, after reduction for all fees, including any Servicing Fee, Administration Fee or Early Repurchase Fee, any required tax withholding and other liabilities of the Fund to the extent accrued or otherwise attributable to the Shares being repurchased, provided that, subject to applicable law, the Board of Managers may offer to purchase Shares at a discount to the Net Asset Value (a “Discount Repurchase Offer”). Payment by the Fund to each Member, upon repurchase of such Member’s Shares shall be made in the form of a promissory note (a “Promissory Note”). Such payment shall be made as promptly as practicable following the Expiration Date. Any in-kind distribution of Securities will be valued in accordance with Section 7.4 hereof. The determination of the value of the Shares as of the Valuation Date shall be subject to adjustment based upon the results of the annual audit of the Fund’s financial statements for the Fiscal Year in which such Valuation Date occurred. A Member who tenders some but not all of his Shares for repurchase will be required to maintain a minimum Account balance equal to the amount set forth, from time to time, in the Fund’s Form N-2. The Board of Managers may, in its sole discretion, waive this minimum Account balance requirement. The Fund may reduce the amount to be repurchased from a Member in order to maintain a Member’s minimum Account balance.
(e) Each Promissory Note issued pursuant to clause (d) of this Section 4.4, which shall be non-interest bearing and non-transferable, and shall provide, among other terms determined by the Fund, in its sole discretion, for the following payments. The initial payment in respect of the Promissory Note (the “Initial Payment”) shall be in an amount equal to at least 95% of the estimated aggregate value of the repurchased Shares, determined as of the Valuation Date. The Initial Payment shall be made within approximately 45 days after the Repurchase Date, provided that if the Fund has requested the repurchase of all or a portion of its interest in the Master Fund, in order to fund the repurchase of the Shares, the Initial Payment may be postponed until a reasonable time after the Fund has received at least 95% of the aggregate amount so requested to be repurchased by the Fund from the Master Fund (the “Master Fund Payment Date”). The second and final payment in respect of a Promissory Note (the “Final Payment”) is expected to be in an amount equal to the excess, if any, of (1) the aggregate value of the repurchased Shares, determined as of the Valuation Date based upon the results of the annual audit of the financial statements of the Fund and the Master Fund for the Fiscal Year in which the Valuation Date of such repurchase occurred, over (2) the Initial Payment.
(f) Notwithstanding anything in this Section 4.4 to the contrary, the Board of Managers shall modify any of the repurchase procedures described in this Section 4.4 if necessary, to comply with the regulatory requirements imposed by the Securities and Exchange Commission.
(g) Each Member whose Shares or portions thereof by have been accepted for repurchase will continue to be a Member until the Trust Repurchase Date (and thereafter if less than 100% of its Shares are repurchased) and may exercise its voting rights with respect to the repurchased Shares or portions thereof until the Repurchase Date. Moreover, the Account maintained in respect of a Member whose Shares have been accepted for repurchase will be payable in non-adjusted for the appreciation or depreciation of the Net Asset Value of the Fund through the Valuation Date, and such Member’s Account shall not be adjusted for the amount withdrawn, as a result of the repurchase, prior to the Repurchase Date.
(h) Upon its acceptance of tendered Shares for repurchase, the Fund shall maintain daily on its books a segregated account consisting of cash, liquid securities or the portion of the Fund’s interest bearing promissory notes, unless the Board, in its discretion, determines otherwise, or, in the discretion of Master Fund that the Board, in securities Fund has requested to be repurchased (or any combination of securities and cashthem) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board may impose and shall be effective as of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The in an amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of such Shareholder's Shares as aggregate estimated unpaid dollar amount of the effective date Promissory Notes issued to Members tendering Shares.
(i) Notwithstanding anything in this Section 4.4 to the contrary, the Fund may suspend, postpone or terminate a repurchase offer upon the determination of repurchase. In the discretion a majority of the BoardBoard of Managers (including a majority of Independent Managers) that such suspension, postponement or termination is advisable for the Fund and its Members, including, without limitation, the Trust may impose existence of circumstances as a result of which it is not reasonably practicable for the Fund to dispose of its investments or to determine the Net Asset Value or other unusual circumstances.
(j) A 2% early repurchase fees and early withdrawal charges on repurchases of Shares consistent with fee (an “Early Repurchase Fee”) will be charged by the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information Fund with respect to direct and indirect ownership any repurchase of Shares from a Member at any time prior to the day immediately preceding the one-year anniversary of the Member’s purchase of the Shares, provided that the Early Repurchase Fee may be waived where the Board of Managers determines that doing so is in the best interests of the Fund.
(k) Where a Member tenders for repurchase less than 100% of its Shares, such repurchased Shares will be treated as having been repurchased on a “first in-first out” basis (i.e., the Trustees deem necessary portion of Shares repurchased will be deemed to comply with have been taken from the requirements earliest Capital Contribution made by such Member (adjusted for subsequent appreciation or depreciation in the Net Asset Value of any taxing authoritythe Fund) until that Capital Contribution is decreased to zero, and then from each subsequent Capital Contribution made by such Member (adjusted for subsequent appreciation or depreciation of the Net Asset Value of the Fund)).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Destiny Alternative Fund (TEI) LLC), Limited Liability Company Agreement (Destiny Alternative Fund (Tax Exempt) LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person Person holding Shares or portion thereof shall have the right to withdraw or tender to the Trust Fund for redemption or repurchase their Shares or any portion thereofof those Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determine, may cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, the Board may of Directors shall consider the recommendation of the Management Services Provider, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders Members have requested to tender Shares or portions thereof to the TrustFund;
(3ii) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles)Fund’s assets;
(4iii) the investment plans and working capital requirements of the TrustFund;
(5iv) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(6v) the history of the Trust Fund in repurchasing Shares or portions thereof;
(7) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and
(10vi) the recommendations economic condition of the Investment Managersecurities markets. The Board of Directors shall cause the Trust Fund to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust Fund and to all Shareholders Members or one or more classes of Members (including persons Persons holding Shares acquired from ShareholdersMembers), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part otherwise in a manner consistent with Sections 18-607 and 18-804 of the repurchase price for Shares shall be determined by or under authority of Delaware Act, to the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kindextent applicable.
(b) A Member who tenders for repurchase only a portion of such Member’s Shares shall be required to continue to own Shares having a Net Asset Value not less than $50,000, or such lesser amount as may be established by the Board of Directors.
(c) The Management Services Provider may tender its Shares as a Member under Section 4.4(a) hereof.
(d) The Board of Directors may cause the Fund to repurchase Shares of a Member or any Person acquiring Shares from or through a Member in the event that the Board of Directors determines or has reason to believe that:
(i) such Shares have been transferred in violation of Section 4.3 hereof, or such Shares have vested in any Person by operation of law as the result of the death, divorce, dissolution, bankruptcy or adjudication of incompetence of a Member;
(ii) ownership of such Shares by a Member or other Person will cause the Fund to be in violation of, or require registration of any Shares under, or subject the Fund to additional registration or regulation under, the securities laws of the United States or any other relevant jurisdiction;
(iii) continued ownership of such Shares may be harmful or injurious to the business or reputation of the Fund, the Directors, the Management Services Provider or the Subadviser, or may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal consequences;
(iv) any of the representations and warranties made by a Member in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) it would be in the best interests of the Fund, as determined by the Board of Directors in its absolute discretion, for the Fund to repurchase such Shares; or
(vi) the Net Asset Value of a Member’s Shares 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 determines to be a maximum investment in the Fund; or
(vii) such repurchase is necessary to correct an administrative error made by the Fund or its agent in connection with the sale or purchase of Shares.
(e) Repurchases of Shares or portions thereof by the Trust may Fund shall be payable in non-interest bearing such time and such manner as the Board of Directors in its discretion shall determine. Payment of the purchase price for Shares may consist of: (i) cash or a promissory notesnote, unless the Boardwhich need not bear interest, in its discretionan amount equal to such percentage, determines otherwiseas may be determined by the Board of Directors, orof the estimated unaudited Net Asset Value of the Shares 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 Shares, (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 Shares 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 BoardBoard of Directors, may pay all or any portion of the repurchase price in securities Securities (or any combination of securities Securities and cash) 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 after receipt by the Trust of all eligible written tenders of Shares or portions thereofDirectors. The amount due to any Shareholder Member whose Shares or portion thereof is are repurchased shall be equal to the net asset value Net Asset Value of such Shareholder's Shares as applicable as of the effective valuation date of for such repurchase. .
(f) In the discretion event that the Fund does not at least once during any 24-month period repurchase any of the BoardShares tendered in accordance with the procedures described above, the Trust may impose repurchase fees and early withdrawal charges on repurchases Board of Shares consistent with Directors will call a meeting of members for the 1940 Act. The holders purpose of Shares shall upon demand disclose to determining whether the Trustees in writing such information with respect to direct and indirect ownership of Shares Fund should be dissolved, as the Trustees deem necessary to comply with the requirements of any taxing authoritycontemplated by Section 6.1(3) hereof.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 2), LLC), Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 1), LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of Trust, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to the Trust for redemption or repurchase their Shares or any portion thereof. The Board may, from time to time and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, the Board may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles);
(43) the investment plans and working capital requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereof;
(76) the availability of information as to the value of the Trust's ’s investments, including investments in unregistered pooled investment vehicles;,
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national national, or international developments or current affairs;
(9) 8) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and
(109) the recommendations of the Investment Manager. The Board shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by the Trust may be payable in non-interest interest-bearing promissory notes, unless the Board, in its discretion, determines otherwise, or, in the discretion of the Board, 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 Board may impose and shall be effective as of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of such Shareholder's ’s Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Emerging Growth & Dividend Reinvestment Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with redeeming or otherwise withdrawing from its investments, including investments Private Market Assets (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the underlying Private Market Assets in the Trust's investments, including investments in unregistered pooled investment vehicles’s Shares;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by Subject to applicable law, the Trustees may cause the Trust may be payable in non-interest bearing promissory notesto repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, unless on terms fair to the Board, in its discretion, determines otherwise, orTrust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in securities (violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(3) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Conversus StepStone Private Markets)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Fund to the Trust for redemption or repurchase their Shares or any portion thereofShares. The Board of Trustees may, from time to time and offer to repurchase Shares pursuant to written tender offers to Shareholders. There is no minimum amount of Shares that must be repurchased by the Fund in its complete and exclusive discretion any repurchase offer. The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made at such times, in such amounts, and on such terms and conditions as it may determinebe determined by the Board of Trustees, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of in its affiliates, pursuant to written tenderssole discretion. In determining whether to cause the Trust Fund to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenderstender offers, the Board Trustees may consider the recommendation of the Investment Manager and may also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the TrustFund and the apparent expectations of Shareholders;
(3ii) the liquidity of the Trust's Fund’s assets (including fees and costs associated with withdrawing from its investments, including disposing of the Fund’s private equity investments in unregistered pooled investment vehiclesand the anticipated price that will be received);
(4iii) the Investment Manager’s investment plans and working capital requirements of for the TrustFund;
(5iv) working capital and potential commitments of the Fund;
(v) the relative economies of scale amount of the tenders with respect written tender offers in relation to the size of the TrustFund;
(6vi) the history of the Trust Fund in repurchasing Shares or portions thereofShares;
(7vii) the availability of information as to the value of the Trust's Fund’s Shares in the Fund’s private equity investments, including investments in unregistered pooled investment vehicles;
(8) viii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9ix) the any anticipated tax consequences to the Fund of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment ManagerShares. The Board shall cause the Trust to Fund will repurchase Shares or portions thereof from Shareholders pursuant to written tenders tender offers only on terms and conditions that the Board of Trustees determines to be fair to the Trust Fund and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases Any Trustee or the Investment Manager or any of its Affiliates may tender its, his or her Shares under this Section.
(c) The Trustees may cause the Fund to repurchase the Shares of a Shareholder or portions thereof any person acquiring Shares from or through a Shareholder, and each Shareholder shall by acquiring such Shares be deemed to have affirmatively consented to such repurchase, in the Trust may be payable event that the Trustees in non-interest bearing promissory notestheir sole discretion determine that:
(i) such Shares have been transferred in violation of Article VIII, unless Section 1 hereof, or such Shares have vested in any person other than by operation of law as the Boardresult of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the Shareholder and the Trustees, in its sole discretion, determines otherwisedid not approve the admission of a substitute Shareholder;
(ii) ownership of such Shares by a Shareholder or other person is likely to cause the Fund to be in violation of, oror require registration of any Shares under, in or subject the discretion Fund to additional registration or regulation under, the securities, commodities or other laws of the Board, in securities (United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Fund, the Trustees, the Investment Manager or any of their affiliates, or may subject the Fund, or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) ownership of equivalent value. All such repurchases shall Shares by the Shareholder would cause the Fund to be subject to any and all conditions as additional regulatory or compliance requirements imposed by laws other than the Board may impose and Securities Act, the Exchange Act or the 1940 Act; or
(vi) it would be in the best interests of the Fund for the Fund to repurchase the Shares or a portion of them, including without limitation in connection with the liquidation or termination of the Fund.
(d) Repurchases pursuant to Fund tender offers shall be effective as of a date set the end of the Notice Date Period after receipt and acceptance by the Board after receipt by the Trust Fund of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Trustees from time to time, including as a result of changes in applicable law or the interpretation thereof, shall be subject to the following repurchase procedures:
(i) Shareholders choosing to tender Shares for repurchase must do so within the applicable Notice Date Period. Shares (or portions thereof. The amount due ) will be valued in accordance with the Fund’s valuation procedures as of the Repurchase Valuation Date;
(ii) promptly after the Valuation Date, the Fund will give to any each Shareholder whose Shares (or portion thereof is repurchased shall thereof) have been accepted for repurchase a promissory note (the “Promissory Note”) entitling the Shareholder to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective date of repurchase. In the discretion Valuation Date, of the Boardrepurchased Shares.
(iii) The Promissory Note, will be non-interest bearing and non-transferable; and
(iv) a Shareholder who is bound by the Trust may impose repurchase fees and early withdrawal charges on repurchases terms of Shares consistent with the 1940 Act. The holders of Shares Repurchase Instrument (the “Payee”) shall upon demand disclose to the Trustees in writing such information retain all rights, with respect to direct its tendered Shares, to inspect the books and indirect ownership records of the Fund and to receive financial and other reports relating to the Fund until the payment date. Except as otherwise provided in the preceding sentence or in the Repurchase Instrument, such Payee shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Payee will take into account and include all Fund income, gains, losses, deductions and expenses through the Repurchase Valuation Date. If the Fund is liquidated or dissolved prior to the original Repurchase Valuation Date, the Repurchase Valuation Date shall become the date on which the Fund is liquidated or dissolved and the value of the repurchased Shares will be calculated in accordance with the foregoing sentence. The Payment will be made within 75 days after the Valuation Date. The Fund reserves the right to withhold up to 10% of the Payment until after the completion of the annual audit of the Fund’s financial statements. The Trustees, in their sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments as they may determine in their sole discretion; provided, however, that the full amount payable under the Repurchase Instrument shall be paid not later than promptly after the completion of the Fund’s annual audit for the Fiscal Year in which the repurchase was effected. Any amount payable in respect of a Repurchase Instrument shall be subject to adjustment as a result of corrections to the Fund’s Net Asset Value as of the Repurchase Valuation Date. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash). The Trustees may from time to time amend the foregoing policies and procedures and establish such other policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Fund and the Shareholders, including without limitation the imposition of fees for the repurchase of all or some Shares through tender offers.
(e) In the event that the Trustees deem necessary determine that the Fund should repurchase all or a portion of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to comply Article VIII, Section 2(c) hereof, repurchases shall be subject to the following repurchase procedures unless otherwise determined by the Trustees from time to time:
(i) Shares (or portions thereof) will be valued in accordance with the requirements Fund’s valuation procedures as of the “Compulsory Repurchase Valuation Date” (which date, unless otherwise determined by the Trustees, shall be the last Business Day of the quarter in which the Fund intends to repurchase the Shares);
(ii) promptly after the Trustees determine that the Fund should repurchase all or a portion of the Shares of a Shareholder, or any taxing authorityperson acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(c) hereof, the Fund will give to such Person whose Shares (or portion thereof) have been called for repurchase (a “Compulsorily Repurchased Shareholder”) notice of the Fund’s intent to repurchase the Shares and the expected Compulsory Repurchase Valuation Date for such Shares;
(iii) immediately after the Compulsorily Repurchased Shareholders have been given notice of the Fund’s intent to repurchase Shares, each Compulsorily Repurchased Shareholder will have the rights and be bound by the terms of a repurchase instrument (the “Compulsory Repurchase Instrument”), including the right to be paid an amount equal to the value, determined as of the Compulsory Repurchase Valuation Date and in accordance with Article VIII hereof, of the repurchased Shares. For the avoidance of doubt, the Compulsory Repurchase Instrument is un-certificated and no Compulsorily Repurchased Shareholder shall receive a Compulsory Repurchase Instrument certificate, although each will be bound by its terms;
(iv) the Compulsory Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and non-transferable; and
(v) a Shareholder who is a bound by the terms of a Compulsory Repurchase Instrument (the “Compulsory Repurchase Instrument Payee”) shall retain all rights, with respect to its tendered Shares, to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund until the payment date. Except as otherwise provided in the preceding sentence or in the Compulsory Repurchase Instrument, such Compulsory Repurchase Instrument Payee shall not be a Shareholder of the Fund and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Compulsory Repurchase Instrument Payee will take into account and include all Fund income, gains, losses, deductions and expenses through the Compulsory Repurchase Valuation Date. If the Fund is liquidated or dissolved prior to the original Compulsory Repurchase Valuation Date, the Compulsory Repurchase Valuation Date shall become the date which the Fund is liquidated or dissolved and the value of the repurchased Shares will be calculated in accordance with the foregoing sentence. The payment in respect of the Compulsory Repurchase Instrument will be within 75 days of the Compulsory Repurchase Valuation Date. The Trustees, in their sole discretion, may hold back any amount due in respect of the Compulsory Repurchase Instrument and make payments in respect of the Compulsory Repurchase Instrument in any number of installments as it may determine in their sole discretion; provided, however, that the full amount payable under the Compulsory Repurchase Instrument shall be paid not later than promptly after the completion of the Fund’s annual audit for the Fiscal Year in which the compulsory repurchase was effected. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Compulsory Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash).
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Pomona Investment Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person Person holding any Shares or portion thereof shall have the right to withdraw or tender to the Trust for redemption repurchase of or repurchase their Shares or to redeem any portion thereofsuch Shares. The Board may, Trustees may from time to time time, and in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager Adviser or any of its affiliatesAffiliates thereof, pursuant to written tenderstenders or to redeem Shares from Shareholders, including the Investment Adviser or any Affiliates thereof. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, or to redeem Shares, the Board Trustees may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares to the Trust or portions thereof to have their Shares redeemed by the Trust;
(3ii) the liquidity of the Trust's assets Trust Assets (including fees and costs associated with withdrawing from its disposing of the Trust’s interests in underlying investments, including investments in unregistered pooled investment vehicles);
(4iii) the investment plans and working capital and reserve requirements of the Trust;
(5iv) the relative economies of scale of the tenders or redemptions with respect to the size of the Trust;
(6v) the history of the Trust in repurchasing Shares or portions thereofredeeming Shares;
(7vi) the availability of information as to the value of the Trust's investments, including ’s investments in unregistered pooled investment vehiclesunderlying investments;
(8) vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9viii) the anticipated tax consequences to the Trust of any proposed repurchases or redemptions of Shares or portions thereofShares; and
(10ix) the recommendations of the Investment ManagerAdviser. The Board With respect to repurchases, the Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons and Persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases The Trustees may cause the Trust to repurchase or redeem all or any portion of the Shares of a Shareholder or portions thereof any Person acquiring any Shares from or through a Shareholder if the Trustees determine or have reason to believe that:
(i) such Shares have been transferred in violation of Section 6.9 hereof, or such Shares have vested in any Person by operation of law (i.e., the result of the death, bankruptcy, insolvency, or dissolution of the Shareholder);
(ii) if any transferee does not meet any investor eligibility requirements established by the Trust from time to time;
(iii) ownership of such Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction;
(iv) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust or the Investment Adviser or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(v) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(vi) with respect to a Shareholder subject to special laws or regulations, the Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;
(vii) the investment balance of the Shareholder falls below the amount the Trustees determines from time to time to be a minimum investment in the Trust or rises above the amount the Trustees determines from time to time to be a maximum investment in the Trust; or
(viii) it would be in the interests of the Trust, as determined by the Trustees, for the Trust to repurchase or redeem such Shares.
(c) The Trust may repurchase Common Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof, or an agent designated by such owner, at a price not exceeding the net asset value per share determined as set forth in Article VIII hereof as of the time specified in the prospectus of the Trust at the time in effect.
(d) Repurchases or redemptions of Shares by the Trust shall be payable in non-interest bearing promissory notesnotes with such terms as determined by the Trustees in its discretion, unless the BoardBoard of Trustees, in its discretion, determines otherwise, or, in the discretion of the BoardTrustees, in securities (or any combination of securities and cash) of equivalent value. All such repurchases or redemptions shall be subject to any and all conditions as the Board Trustees may impose and all such repurchases shall be effective as of a date set by the Board Trustees after receipt by the Trust of all eligible written tenders of Shares or portions thereofas of a date set by the Trustees. The amount due to any Shareholder whose Shares are repurchased or portion thereof is repurchased redeemed shall be equal to the net asset value of such Shareholder's ’s Shares as applicable as of the effective date of repurchase. In repurchase or redemption (as determined by the Trust in connection with the purchase and/or redemption or repurchase of Shares), subject to any applicable early repurchase fee or contingent deferred sales charge, and subject to subsequent adjustment, in the discretion of the BoardInvestment Adviser, in the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with event that additional relevant information becomes available following the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityTrust’s annual audit.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Carlyle AlpInvest Private Equity Opportunities Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited in amount (for example, to not more than 10% of the outstanding Shares). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustCompany;
(32) the liquidity of the Trust's Company’s assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustCompany;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustCompany;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments Company’s interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Company of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders (including persons holding Shares as may be acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to maintain a Share balance with a net asset value equal to at least $25,000 (or such lower amount equal to the Shareholder’s initial Share balance) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder’s Share balance Table of Contents to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Shareholder’s Shares.
(c) The Adviser may tender its Shares as a Shareholder under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Shareholder or any person acquiring Shares from or through a Shareholder in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of Section 4.4, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Shareholder;
(2) ownership of such Shares by a Shareholder or other person is likely to cause the Company to be in violation of, or subject the Company to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Company, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion“Special Laws or Regulations”), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Shareholder is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and best interests of the Company for the Company to repurchase such Shares.
(e) Repurchases shall be effective as of a date set after receipt and acceptance by the Board after receipt by the Trust Company of all eligible written tenders of Shares or portions thereoffrom Shareholders, and terms and procedures for notice of repurchase offers, repurchase eligibility and payment for repurchased Shares shall be as determined by the Board of Directors from time to time. The amount due to Board of Directors, in its discretion, may pay all or any Shareholder whose Shares portion of the repurchase price in marketable Securities (or portion thereof is repurchased shall be any combination of marketable Securities and cash) having a value, determined as of the date of repurchase, equal to the net asset value amount to be repurchased. Table of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.Contents
Appears in 1 contract
Samples: Limited Liability Company Agreement (Skybridge G II Fund, LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to require the Trust for redemption or repurchase their Shares or any portion thereofto redeem its Shares. The Board Trustees may, from time to time and in its their complete and exclusive discretion and on such terms and conditions as it they may determinedetermine (subject to the 1940 Act and other applicable law), cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenderstender offers. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenderstender offers, the Board Trustees shall consider the recommendation of the Investment Adviser or any of its Affiliates, and may also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3ii) the liquidity of the Trust's ’s assets (including fees and costs associated with the Master Fund withdrawing from its investments, including investments in unregistered pooled investment vehiclesHedge Funds);
(4iii) the investment plans and working capital requirements of the Trust;
(5) the relative economies of scale of the tenders with respect to the size of the Trust;
(6iv) the history of the Trust in repurchasing Shares or portions thereofShares;
(7v) the availability of information as to the value of the Trust's investments, including investments Master Fund’s interests in unregistered pooled investment vehiclesunderlying Hedge Funds;
(8) vi) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9vii) the any anticipated tax or regulatory consequences to the Trust of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment ManagerShares. The Board Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders tender offers only on terms they determine, in their sole discretion, to be reasonable and fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to retain Shares with a value equal to at least $[xxx] (or portions thereof by such lower amount equal to the Shareholder’s initial capital contribution net of any placement or other fees) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the value of the Shareholder’s Shares to be less than the required minimum amount the Trust reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum amount is maintained or to cause the Trust to repurchase the Shareholder’s entire interest in the Trust.
(c) Any Trustee or the Investment Adviser or any of its Affiliates may tender its, his or her Shares under this Section.
(d) The Trustees may cause the Trust to repurchase the Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, and each Shareholder shall by acquiring such Shares be payable deemed to have affirmatively consented to such repurchase, in non-interest bearing promissory notesthe event that the Trustees in their sole discretion determine that:
(i) such Shares have been transferred in violation of Article VIII, unless Section 1 hereof, or such Shares have vested in any person other than by operation of law as the Boardresult of the death, divorce, bankruptcy, insolvency, adjudicated incompetence, dissolution, merger, reorganization or termination of a Shareholder and the Trustees, in its sole discretion, determines otherwisedid not approve the admission of a substitute Shareholder;
(ii) ownership of such Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, oror require registration of any Shares under, in or subject the discretion Trust to additional registration or regulation under, the securities, commodities or other laws of the Board, in securities (United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust, the Trustees, the Investment Adviser or any of their affiliates, or may subject the Trust, or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) ownership of equivalent value. All such repurchases shall Shares by the Shareholder would cause the Trust to be subject to any and all conditions as additional regulatory or compliance requirements imposed by laws other than the Board may impose and Securities Act, the Exchange Act or the 1940 Act; or
(vi) it would be in the best interests of the Trust for the Trust to repurchase the Shares or a portion of them, including without limitation in connection with the liquidation or termination of the Trust.
(e) Repurchases pursuant to Trust tender offers shall be effective as of a date set by the Board end of the Notice Date Period after receipt and acceptance by the Trust of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Trustees from time to time, including as a result of changes in applicable law or the interpretation thereof, shall be subject to the following repurchase procedures:
(i) Shareholders choosing to tender Shares for repurchase must do so within the applicable Notice Date Period. Shares (or portions thereof. The amount due to any ) will be valued in accordance with the Trust’s valuation procedures as of the Repurchase Valuation Date;
(ii) immediately after the Notice Date Period, each Shareholder whose Shares (or portion thereof is repurchased shall thereof) have been accepted for repurchase will have the rights and be bound by the terms of a repurchase instrument (the “Repurchase Instrument”), including the right to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Repurchase Valuation Date and in accordance with Article VI hereof, of the repurchased Shares (or portion thereof) (the “Payment Amount”). For the avoidance of doubt, the Repurchase Instrument is un-certificated and no Shareholder whose Shares (or portion thereof) have been accepted for repurchase shall receive a Repurchase Instrument certificate, although each will be bound by its terms;
(iii) the Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable; and
(iv) a Shareholder who is bound by the terms of the Repurchase Instrument (the “Payee”) shall retain all rights, with respect to its tendered Shares, to inspect the books and records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Repurchase Instrument, such Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Repurchase Valuation Date, the Repurchase Valuation Date shall become the date on which the Trust is liquidated or dissolved and the value of repurchasethe repurchased Shares will be calculated in accordance with the foregoing sentence. The initial payment in respect of the Repurchase Instrument will be made as of the later of (i) any Business Day that is within 45 days after the Repurchase Valuation Date, or (ii) if the Master Fund has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least ninety percent (90%) of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments as they may determine in their sole discretion; provided, however, that the full amount payable under the Repurchase Instrument shall be paid not later than promptly after the completion of the Trust’s annual audit for the Fiscal Year in which the repurchase was effected. Any amount payable in respect of a Repurchase Instrument shall be subject to adjustment as a result of corrections to the Trust’s Net Asset Value as of the Repurchase Valuation Date. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash). The Trustees may from time to time amend the foregoing policies and procedures and establish such other policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Trust and the Shareholders, including without limitation the imposition of fees for the repurchase of all or some Shares through tender offers.
(f) In the discretion event that the Trustees determine that the Trust should repurchase all or a portion of the BoardShares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, repurchases shall be subject to the following repurchase procedures unless otherwise determined by the Trustees from time to time:
(i) Shares (or portions thereof) will be valued in accordance with the Trust’s valuation procedures as of the “Compulsory Repurchase Valuation Date” (which date, unless otherwise determined by the Trustees, shall be the last Business Day of the quarter in which the Trust intends to repurchase the Shares);
(ii) promptly after the Trustees determine that the Trust should repurchase all or a portion of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, the Trust may impose will give to such Person whose Shares (or portion thereof) have been called for repurchase fees (a “Compulsorily Repurchased Shareholder”) notice of the Trust’s intent to repurchase the Shares and early withdrawal charges on repurchases the expected Compulsory Repurchase Valuation Date for such Shares;
(iii) immediately after the Compulsorily Repurchased Shareholders have been given notice of Shares consistent with the 1940 Act. The holders Trust’s intent to repurchase Shares, each Compulsorily Repurchased Shareholder will have the rights and be bound by the terms of Shares shall upon demand disclose a repurchase instrument (the “Compulsory Repurchase Instrument”), including the right to be paid an amount equal to the Trustees value, determined as of the Compulsory Repurchase Valuation Date and in writing such information accordance with Article VI hereof, of the repurchased Shares. For the avoidance of doubt, the Compulsory Repurchase Instrument is un-certificated and no Compulsorily Repurchased Shareholder shall receive a Compulsory Repurchase Instrument certificate, although each will be bound by its terms;
(iv) the Compulsory Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable; and
(v) a Shareholder who is a bound by the terms of a Compulsory Repurchase Instrument (the “Compulsory Repurchase Instrument Payee”) shall retain all rights, with respect to direct its tendered Shares, to inspect the books and indirect ownership records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Compulsory Repurchase Instrument, such Compulsory Repurchase Instrument Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Compulsory Repurchase Instrument Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Compulsory Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Compulsory Repurchase Valuation Date, the Compulsory Repurchase Valuation Date shall become the date which the Trust is liquidated or dissolved and the value of the repurchased Shares as the Trustees deem necessary to comply will be calculated in accordance with the requirements foregoing sentence. The initial payment in respect of the Compulsory Repurchase Instrument will be made as of the later of (i) any taxing authorityBusiness Day that is within 45 days after the Compulsory Repurchase Valuation Date, or (ii) if the Master Fund has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least ninety percent (90%) of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Compulsory Repurchase Instrument and make payments in respect of the Compulsory Repurchase Instrument in any number of installments as it may determine in their sole discretion; provided, however, that the full amount payable under the Compulsory Repurchase Instrument shall be paid not later than promptly after the completion of the Trust’s annual audit for the Fiscal Year in which the compulsory repurchase was effected. Any amount payable in respect of a Compulsory Repurchase Instrument shall be subject to adjustment as a result of corrections to the Trust’s Net Asset Value as of the Compulsory Repurchase Valuation Date. The Compulsory Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Compulsory Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash).
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Private Advisors Alternative Strategies Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with redeeming or otherwise withdrawing from its investments, including investments in unregistered pooled investment vehiclesassets and/or disposing of assets managed by sub-advisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the underlying assets in the Trust's investments, including investments in unregistered pooled investment vehicles’s Shares;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by Subject to applicable law, the Trustees may cause the Trust may be payable in non-interest bearing promissory notesto repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, unless on terms fair to the Board, in its discretion, determines otherwise, orTrust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in securities (violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(3) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Conversus StepStone Private Venture & Growth Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust's prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, "Special Laws or Regulations"), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the "Initial Payment"); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the "Post-Audit Payment") equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set Shareholder's Shares, if the net asset value of the Shareholder's Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than $25,000 or such other minimum amount established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 9.2(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares Shares, as of the effective date of repurchase. In the discretion If all of the Boarda Shareholder's Shares are repurchased, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose that Shareholder will cease to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe a Shareholder.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Pine Grove Alternative Institutional Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust Fund for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board Trustees may consider any one or more of the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(3ii) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles)Fund’s assets;
(4iii) the investment plans and working capital and reserve requirements of the TrustFund;
(5iv) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(6v) the history of the Trust Fund in repurchasing Shares or portions thereofShares;
(7vi) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9vii) the anticipated tax consequences to the Fund of any proposed repurchases of Shares or portions thereofShares; and
(10viii) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust Fund to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust Fund and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Fund to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair, as determined by the Trustees in their sole discretion, to the Fund, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(i) the Shares have been Transferred in violation of Section 3 of this Article, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(ii) ownership of the Shares by a Shareholder or other Person is likely to cause the Fund to be in violation of, or require registration of any Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Fund, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Fund or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(v) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), the Fund will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; and
(vi) it would be in the best interests of the Fund, as determined by the Trustees, for the Fund to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may Fund will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Fund to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of cash. Notwithstanding anything to the contrary in this Section 4(c), the Trustees, in securities their sole discretion, may cause the Fund to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their sole discretion, cause the Fund to repurchase all of a date set Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Board after receipt Shareholder, is less than such minimum amount as may be established by the Trust Trustees from time to time in their sole discretion. Subject to the procedures of all eligible written tenders of Shares or portions thereof. The this Section 4(c), the amount due to any Shareholder whose Shares or portion thereof is are repurchased shall will be equal to the net asset value of such the Shareholder's Shares ’s Shares, as of the effective date of repurchase. In If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder.
(d) To the discretion fullest extent permitted by law, the holders (including beneficial owners) of Shares or other securities of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.
Appears in 1 contract
Samples: Amended and Restated Agreement and Declaration of Trust (VanEck Coastland Online Finance Term Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person Person holding Shares or portion thereof shall have the right to withdraw or tender to the Trust Fund for redemption or repurchase their Shares or any portion thereofof those Shares. The Board may, from time to time and time, in its complete sole and exclusive absolute discretion and on such terms and conditions as it may determine, may cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, the Board may shall consider the following factors, among others:
(1) if applicable, whether any Members have requested to tender Shares to the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchaseFund;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the Trustliquidity of the Fund’s assets;
(3) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles);
(4) the investment plans and working capital requirements of the TrustFund;
(54) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(5) the history of the Fund in repurchasing Shares; and
(6) the history of the Trust in repurchasing Shares or portions thereof;
(7) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions economic condition of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managermarkets. The Board shall cause the Trust Fund to repurchase Shares or portions thereof pursuant to written tenders only on terms determined by the Board to be fair to the Trust Fund and to all Shareholders Members (including persons Persons holding Shares acquired from ShareholdersMembers), as applicable, and otherwise in a manner consistent with Sections 18-607 and 18-804 of the Delaware Act, to the extent applicable.
(b) A Member who tenders for repurchase only a portion of the Member’s Shares will be required to continue to own Shares having a Net Asset Value not less than such amount as may be fixed from time to time by the Board as the Fund’s minimum investment, if any. The fair valueIf a Member tenders an amount that would cause Net Asset Value of the Member’s remaining Shares to fall below the required minimum, selection and quantity the Fund reserves the right to reduce the amount to be purchased from the Member so that the required minimum balance is maintained or to repurchase all of securities or other property paid or delivered the tendering Member’s Shares. A Member who tenders for repurchase Shares initially purchased within a period determined by the Board before such tender may, as all or part determined by the Board, be required to pay an early repurchase charge of a percentage of the repurchase price for Shares shall such Shares, which charge will be determined by or under authority withheld from the payment of the Trustees. In no case shall repurchase price.
(c) The Board may cause the Trust be liable for Fund to repurchase Shares of a Member or any delay Person acquiring Shares from or through a Member in the event that the Board determines or has reason to believe that:
(1) such Shares have been Transferred in violation of Section 4.3 hereof, or such Shares have vested in any corporationPerson by operation of law as the result of the death, underlying investment vehicle divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member;
(2) ownership of such Shares by a Member or other Person will cause the Fund to be in transferring violation of, or subject the Fund to additional registration or regulation under, the securities selected for delivery as all laws of the United States or part of any payment in kind.other relevant jurisdiction;
(b3) Repurchases continued ownership of such Shares may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal consequences;
(4) any of the representations and warranties made by a Member in connection with the acquisition of Shares was not true when made or portions thereof by the Trust may has ceased to be payable in non-interest bearing promissory notes, unless the Board, in its discretion, determines otherwise, true; or,
(5) it would be in the discretion best interests of the BoardFund, 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 Board may impose and shall be effective as of a date set determined by the Board after receipt by in its sole and absolute discretion, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due Fund to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of repurchase such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ASGI Aurora Opportunities Fund, LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Shareholder, is less than $25,000 or such Shareholder's Shares as of other minimum amount established by the effective date of repurchaseTrustees from time to time in their sole discretion. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose Subject to the Trustees in writing such information with respect to direct and indirect ownership procedures of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.this
Appears in 1 contract
Samples: Agreement and Declaration of Trust (AIP Macro Registered Fund P)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustTrust Instrument, no Shareholder or other person Person holding Shares or portion thereof shall have acquired from a Shareholder has the right to require the Trust to withdraw, redeem or tender to the Trust for redemption or repurchase their Shares or any portion thereofof its Shares. The Board of Trustees may, from time to time and in its complete and exclusive sole discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager Adviser or any of its affiliatesAffiliates, pursuant to written tenderstenders by Shareholders. The Board of Trustees, in its sole discretion, will determine the aggregate value of Shares to be repurchased, which may be stated as a percentage of the value of the Trust’s outstanding Shares. In determining whether to cause the Trust to should offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersrequests, and the amount of Shares to be repurchased, the Board of Trustees may consider the following factors, among others:
(1i) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and liquidity of the aggregate value of interests the Master Fund is offering to repurchaseTrust’s assets;
(2ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3iii) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles);
(4) the investment plans and working capital and liquidity requirements of the Trust;
(5iv) the relative economies of scale sizes of the tenders with respect to the size of repurchase requests and the Trust;
(6v) the history past practice of the Trust in repurchasing Shares or portions thereofShares;
(7vi) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions condition of the securities markets market and the economy generally, as well as political, national or international developments or current affairs;
(9vii) the anticipated tax consequences of any proposed repurchases of Shares or portions thereofShares;
(viii) the Trust’s investment plans; and
(10ix) the recommendations availability of information as to the value of the Investment Manager. The Board shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust Trust’s interests in Portfolio Funds and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kindinvestments.
(b) Repurchases The Adviser and each of its Affiliates may tender their Shares or portions a portion thereof as a Shareholder under Section 7.3(a) hereof, without notice to the other Shareholders.
(c) If the Board of Trustees determines in its sole discretion that the Trust will offer to repurchase Shares, the Board of Trustees will provide written notice to Shareholders. Such notice will include: (i) the commencement date of the repurchase offer; (ii) a date on which repurchase requests must be received by the Trust may be payable Trust; and (iii) other information Shareholders should consider in non-interest bearing promissory notes, unless the Board, deciding whether and how to participate in its discretion, determines otherwise, or, in the discretion of the Board, in securities such repurchase opportunity.
(or any combination of securities and cashd) of equivalent value. All such repurchases shall be subject to any and all conditions as the Board of Trustees may impose and shall be effective as of a date set by the Board of Trustees after receipt by the Trust of all eligible written tenders of Shares or portions thereofShares. The amount due to any Shareholder whose Shares or portion thereof is are repurchased shall shall, subject to the terms of this Trust Instrument (including, without limitation, Section 7.3(a)), be an amount equal to the net asset value of such Shareholder's the Shares being repurchased as of the effective date of repurchase. In the discretion Valuation Date, after reduction for all fees, including any investment management fee, distribution fee or administration fee, any incentive fee, any required tax withholding and other liabilities of the BoardTrust to the extent accrued or otherwise attributable to the Shares being repurchased, provided that, subject to applicable law, the Board of Trustees may offer to purchase Shares at a discount to the Net Asset Value.
(e) Notwithstanding anything in this Section 7.3 to the contrary, the Board of Trustees shall modify any of the repurchase procedures described in this Section 7.3 without consent of any other Person if, and only to the extent necessary, to comply with the regulatory requirements imposed by the Securities and Exchange Commission.
(f) Notwithstanding anything in this Section 7.3 to the contrary, the Trust may impose suspend, postpone or terminate a repurchase fees offer upon the determination of a majority of the Board of Trustees (including a majority of Independent Trustees) that such suspension, postponement or termination is advisable for the Trust and early withdrawal charges on repurchases its Shareholders, including, without limitation, the existence of Shares consistent with circumstances as a result of which it is not reasonably practicable for the 1940 Act. The holders Trust to dispose of Shares shall upon demand disclose its investments or to determine the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityNet Asset Value or other unusual circumstances.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (SEG Partners Long/Short Equity Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of Trust, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to the Trust for redemption or repurchase their Shares or any portion thereof. The Board may, from time to time and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, the Board may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(32) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles);
(43) the investment plans and working capital requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereof;
(76) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences of any proposed repurchases of Shares or portions thereof; and
(109) the recommendations of the Investment Manager. The Board shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by the Trust may be payable in non-interest bearing promissory notes, unless the Board, in its discretion, determines otherwise, or, in the discretion of the Board, 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 Board may impose and shall be effective as of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Delaware Wilshire Private Markets Master Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust Fund for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer Fund to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board Trustees may consider any one or more of the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(3ii) the liquidity of the Trust's assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehicles)Fund’s assets;
(4iii) the investment plans and working capital and reserve requirements of the TrustFund;
(5iv) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(6v) the history of the Trust Fund in repurchasing Shares or portions thereofShares;
(7vi) the availability of information as to the value of the Trust's investments, including investments in unregistered pooled investment vehicles;
(8) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9vii) the anticipated tax consequences to the Fund of any proposed repurchases of Shares or portions thereofShares; and
(10viii) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust Fund to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust Fund and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases The Trustees may cause the Fund to repurchase Shares of a Shareholder or any Person acquiring Shares from or portions thereof through a Shareholder, on terms fair, as determined by the Trust may be payable Trustees in non-interest bearing promissory notes, unless the Board, in its their sole discretion, determines otherwise, orto the Fund and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(i) the Shares have been Transferred in violation of Section 3 of this Article, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(ii) ownership of the Shares by a Shareholder or other Person is likely to cause the Fund to be in securities (violation of, or require registration of any Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Fund, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Fund or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(v) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; and
(vi) it would be in the best interests of the Fund, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due Fund to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (VanEck Coastland Online Finance Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited to Shares of one or more Series and may be limited in amount (for example, to not more than 10% of the outstanding Shares of a particular Series). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof of a Series to the TrustCompany;
(32) the liquidity of the Trust's Series’ assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustSeries;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustSeries;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments a Series’ interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Series of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders (including persons holding Shares as may be acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to maintain a Share balance as to the relevant Series with a net asset value equal to at least $25,000 (or such lower amount equal to the Shareholder’s initial Share balance as to the relevant Series) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder’s Share balance as to a Series to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Shareholder’s Shares in the particular Series.
(c) The Adviser may tender its Shares as a Shareholder under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Shareholder or any person acquiring Shares from or through a Shareholder in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of this Section 4.5, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Shareholder;
(2) ownership of such Shares by a Shareholder or other person is likely to cause the Company or a Series to be in violation of, or require registration of any Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Company, a Series, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company, or a Series or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion“Special Laws or Regulations”), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Shareholder is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and shall be effective as of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to the net asset value of such Shareholder's Shares as best interests of the effective date of repurchase. In Company or the discretion of particular Series for the Board, the Trust may impose Company to repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Skybridge Multi-Adviser Hedge Fund Portfolios LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s prospectus) and/or disposing of assets managed by Subadvisers) (as defined in the Trust’s prospectus);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) The Trustees may cause the Trust to repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such Shareholder will likely be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.
(c) Repurchases of Shares or portions thereof by the Trust may will be payable in non-interest bearing promissory notes, unless promptly after the Board, in its discretion, determines otherwise, date of each repurchase or, in the discretion case of an offer by the Trust to repurchase Shares, promptly after the expiration date of the Boardrepurchase offer in accordance with the terms of the repurchase offer. Payment of the purchase price for Shares will consist of: (1) cash or a promissory note, which will be non-transferable and need not bear interest, in securities an amount equal to the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the date of the repurchase (the “Initial Payment”); and (2) if determined to be appropriate by the Trustees or if the Initial Payment is less than 100% of the estimated unaudited net asset value, a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the net asset value of the Shares repurchased by the Trust as of the date of the repurchase, determined based on the audited financial statements of the Trust for the Fiscal Year in which the repurchase was effective, over (B) the Initial Payment. Any obligation under such a promissory note with respect to the Initial Payment will be due and payable not more than 30 days after the date of repurchase or, if the Trust has requested withdrawal of its capital from any Investment Funds in funding the repurchase of Shares, ten Business Days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Investment Funds. Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable promptly following the preparation of the applicable audited financial statements. Notwithstanding anything to the contrary in this Section 9.2(c), the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of securities Securities in kind and cash) having a value, determined as of equivalent valuethe date of repurchase, equal to the amount to be repurchased. All such repurchases shall of Shares will be subject to any and all conditions as the Board Trustees may impose and shall be effective as in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a date set by the Board after receipt by the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, as a result of repurchase or Transfer requests by the Shareholder, is less than $100,000 or such Shareholder's Shares as of other minimum amount established by the effective date of repurchaseTrustees from time to time in their sole discretion. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose Subject to the Trustees in writing such information with respect to direct and indirect ownership procedures of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.this
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Alternative Investment Partners Absolute Return Fund II P)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person Person holding Shares or portion thereof shall will have the right to withdraw or tender Shares to the Trust for redemption or repurchase their Shares or any portion thereofrepurchase. The Board Trustees may, from time to time and time, in its their complete and exclusive discretion and on such terms and conditions as it they may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to in accordance with written tenders. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders Shares, pursuant to written tenders, the Board may Trustees will consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the TrustShares;
(32) the liquidity of the Trust's ’s assets (including fees and costs associated with withdrawing from its investments, including investments Investment Funds (as defined in unregistered pooled investment vehiclesthe Trust’s Prospectus) and/or disposing of assets managed by subadvisers);
(43) the investment plans and working capital and reserve requirements of the Trust;
(54) the relative economies of scale of the tenders with respect to the size of the Trust;
(65) the history of the Trust in repurchasing Shares or portions thereofShares;
(76) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesthe Investment Funds;
(8) the 7) existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9) 8) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereofShares; and
(109) the recommendations of the Investment ManagerTrustees and/or the Adviser. The Board shall Trustees will cause the Trust to repurchase Shares or portions thereof pursuant to in accordance with written tenders only on terms fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by The Trustees may cause the Trust may be payable in non-interest bearing promissory notesto repurchase Shares of a Shareholder or any Person acquiring Shares from or through a Shareholder, unless on terms fair to the Board, in its discretion, determines otherwise, orTrust and to the Shareholder or Person acquiring Shares from or through such Shareholder, in the discretion event that the Trustees, in their sole discretion, determine or have reason to believe that:
(1) the Shares have been Transferred in violation of Section 9.1 of this Declaration, or the Shares have vested in any Person other than by operation of law as the result of the Boarddeath, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;
(2) ownership of the Shares by a Shareholder or other Person is likely to cause the Trust to be in securities (violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any combination other relevant jurisdiction;
(3) continued ownership of securities the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and cashwarranties made by a Shareholder or other Person in connection with the acquisition of the Shares was not true when made or has ceased to be true;
(5) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of equivalent value. All 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), such repurchases shall Shareholder will likely be subject to any and all conditions additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the best interests of the Trust, as the Board may impose and shall be effective as of a date set determined by the Board after receipt by Trustees, for the Trust of all eligible written tenders of Shares or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased shall be equal to repurchase the net asset value of such Shareholder's Shares as of the effective date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityShares.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (AIP Alternative Lending Fund A)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person Person holding any Shares or portion thereof shall have the right to resign as a Member or tender to the Trust Fund for redemption or repurchase their Shares or any portion thereofsuch Shares. The Board may, of Directors may from time to time time, and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust Fund to offer to repurchase Shares or portions thereof from ShareholdersMembers, including the Investment Manager Adviser or any of its affiliates, pursuant to written tenders. In determining whether to cause the Trust Fund to offer to repurchase Shares or portions thereof from Shareholders Members pursuant to written tenders, the Board may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders Members have requested to tender Shares or portions thereof to the TrustFund;
(3ii) the liquidity of the Trust's Fund’s assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesunderlying funds);
(4iii) the investment plans and working capital requirements of the TrustFund;
(5iv) the relative economies of scale of the tenders with respect to the size of the TrustFund;
(6v) the history of the Trust Fund in repurchasing Shares or portions thereofShares;
(7vi) the availability of information as to the value of the Trust's Fund’s investments, including investments in unregistered pooled investment vehicles;
(8) vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9viii) the anticipated tax consequences of any proposed repurchases of Shares or portions thereofShares; and
(10ix) the recommendations of the Investment ManagerAdviser. The Board shall cause the Trust Fund to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust Fund and to all Shareholders Members (including persons holding Shares acquired from ShareholdersMembers), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases of Shares or portions thereof by the Trust may Fund shall be payable in non-interest bearing promissory notes, unless the BoardBoard of Directors, in its discretion, determines otherwise, or, in the discretion of the BoardBoard of Directors, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall be subject to the Act and 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 Trust Fund of all eligible written tenders of Shares or portions thereofShares. The amount due to any Shareholder Member whose Shares or portion thereof is are repurchased shall be equal to the net asset value of such Shareholder's Member’s Shares as applicable as of the effective date of repurchase. In Subject to applicable federal law, including the discretion Investment Company Act, and except as otherwise determined by the Board of the BoardDirectors, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of upon repurchase, Shares shall upon demand disclose no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the Trustees in writing date on which such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritywere repurchased.
Appears in 1 contract
Samples: Limited Liability Company Agreement (HL Scope RIC LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder Member or other person holding Shares or portion thereof shall have the right to tender require the Company to the Trust for redemption or repurchase their Shares or any portion thereofredeem its Shares. The Board may, of Directors from time to time and time, in its complete and exclusive discretion and on such terms and conditions as it may determinedetermine (subject to the 1940 Act and other applicable law), may cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenders. Each such tender offer may be limited to Shares of one or more Series and may be limited in amount (for example, to not more than 10% of the outstanding Shares of a particular Series). In determining whether to cause the Trust Company to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tendersmake such repurchases, the Board may of Directors shall consider the recommendation of the Adviser, and shall also consider the following factors, among others:
(1) if applicable, whether any Members have requested to tender Shares of a Series to the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchaseCompany;
(2) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3) the liquidity of the Trust's Series' assets (including fees and costs associated with withdrawing from its investments, including investments in unregistered pooled investment vehiclesInvestment Funds and/or disposing of assets managed by Investment Managers);
(43) the investment plans and working capital requirements of the TrustSeries;
(54) the relative economies of scale of the tenders tender offer with respect to the size of the TrustSeries;
(65) the history of the Trust Company in repurchasing Shares or portions thereofmaking such repurchases;
(76) the availability of information as to the value of the Trust's investments, including investments a Series' interests in unregistered pooled investment vehiclesunderlying Investment Funds;
(8) 7) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9) 8) the anticipated tax consequences to the Series of any such proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment Managerrepurchases. The Board of Directors shall cause the Trust Company to repurchase Shares or portions thereof only pursuant to written tenders tender offers and only on terms it determines to be fair to the Trust Company and to all Shareholders Members (including persons holding Shares as may be acquired from ShareholdersMembers), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Member who tenders for repurchase only a portion of such Member's Shares shall be required to maintain a Share balance as to the relevant Series with a net asset value equal to at least $25,000 (or such lower amount equal to the Member's initial Share balance as to the relevant Series) after giving effect to the repurchase. If a Member tenders an amount that would cause the Member's Share balance as to a Series to fall below the required minimum following completion of the repurchase, the Administrator (as authorized by the Board of Directors) reserves the right to reduce the amount to be purchased from the Member pursuant to the tender so that the required minimum balance is maintained or to cause the Company to repurchase all the Member's Shares in the particular Series.
(c) The Adviser may tender its Shares as a Member under Section 4.5(a) hereof.
(d) The Board of Directors may cause the Company to repurchase Shares of a Member or any person acquiring Shares from or through a Member in the event that the Administrator in its sole discretion (as authorized by the Board of Directors) determines that:
(1) such Shares have been transferred in violation of this Section 4.5, or such Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy or incompetence of a Member;
(2) ownership of such Shares by a Member or other person is likely to cause the Company or a Series to be in violation of, or require registration of any Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
(3) continued ownership of such Shares by a Member may be harmful or injurious to the business or reputation of the Company, a Series, the Board of Directors, the Adviser or any of their affiliates, or may subject the Company, or a Series or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences;
(4) any of the representations and warranties made by a Member in connection with the acquisition of Shares was not true when made or portions thereof has ceased to be true;
(5) with respect to a Member subject to special regulatory or compliance requirements, such as those imposed by the Trust may be payable in non-interest bearing promissory notesBank Holding Company Act, unless the Boardcertain Federal Communications Commission regulations or ERISA (collectively, in its discretion"Special Laws or Regulations"), determines otherwise, or, in the discretion of the Board, in securities (or any combination of securities and cash) of equivalent value. All such repurchases shall Member is likely to be subject to any and all conditions as additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold Shares; or
(6) it would be in the Board may impose and best interests of the Company or the particular Series for the Company to repurchase such Shares.
(e) Repurchases shall be effective as of a date set after receipt and acceptance by the Board after receipt by the Trust Company of all eligible written tenders of Shares from Members and, unless otherwise determined by the Board of Directors from time to time, shall be subject to the following repurchase procedures:
(1) Members choosing to tender Shares for repurchase must do so by the 25th day of the second month prior to that containing the date as of which Shares are to be repurchased (the "Notice Date"). (For example, the Notice Date for a repurchase offer having a December 31 repurchase date would be October 25.) Shares (or portions thereof. The amount due to any Shareholder whose Shares or portion thereof is repurchased ) will be valued as of the Valuation Date (which date, unless otherwise determined by the Board of Directors, shall be the last business day of March, June, September or December, as applicable). Tenders generally are not revocable following the Notice Date;
(2) promptly after accepting any tender, the Company will give to each Member a promissory note (the "Promissory Note") entitling the Member to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Valuation Date, of the Member's Shares accepted for repurchase; and
(3) the Promissory Note will be non-interest bearing and nontransferable. Payment in respect of the Promissory Note will be made as of the later of (i) a period of within 30 days after the Valuation Date, and (ii) if a Series has requested withdrawal of its capital from one or more Investment Funds in order to fund the repurchase of Shares of such Series, within ten business days after the Series has received at least 90% of the aggregate amount withdrawn from such Investment Funds. Notwithstanding anything in the foregoing to the contrary, the Board of Directors, in its discretion, may pay all or any portion of the repurchase price in marketable Securities (or any combination of marketable Securities and cash) having a value, determined as of the date of repurchase. In the discretion of the Board, the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with the 1940 Act. The holders of Shares shall upon demand disclose equal to the Trustees in writing such information with respect amount to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authoritybe repurchased.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person Person holding any Shares or portion thereof shall have the right to withdraw or tender to the Trust for redemption repurchase of or repurchase their Shares or to redeem any portion thereofsuch Shares. The Board may, Trustees may from time to time time, and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager Adviser or any of its affiliatesAffiliates thereof, pursuant to written tenderstenders or to redeem Shares from Shareholders, including the Investment Adviser or any Affiliates thereof. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, or to redeem Shares, the Board Trustees may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares to the Trust or portions thereof to have their Shares redeemed by the Trust;
(3ii) the liquidity of the Trust's assets Trust Assets (including fees and costs associated with withdrawing from its disposing of the Trust’s interests in underlying investments, including investments in unregistered pooled investment vehicles);
(4iii) the investment plans and working capital and reserve requirements of the Trust;
(5iv) the relative economies of scale of the tenders or redemptions with respect to the size of the Trust;
(6v) the history of the Trust in repurchasing Shares or portions thereofredeeming Shares;
(7vi) the availability of information as to the value of the Trust's investments, including ’s investments in unregistered pooled investment vehiclesunderlying investments;
(8) vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9viii) the anticipated tax consequences to the Trust of any proposed repurchases or redemptions of Shares or portions thereofShares; and
(10ix) the recommendations of the Investment ManagerAdviser. The Board With respect to repurchases, the Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons and Persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases The Trustees may cause the Trust to repurchase or redeem all or any portion of the Shares of a Shareholder or portions thereof any Person acquiring any Shares from or through a Shareholder if the Trustees determine or have reason to believe that:
(i) such Shares have been transferred in violation of Section 6.9 hereof, or such Shares have vested in any Person by operation of law (i.e., the result of the death, bankruptcy, insolvency, or dissolution of the Shareholder);
(ii) if any transferee does not meet any investor eligibility requirements established by the Trust from time to time;
(iii) ownership of such Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction;
(iv) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust or the Investment Adviser or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(v) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(vi) with respect to a Shareholder subject to special laws or regulations, the Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;
(vii) the investment balance of the Shareholder falls below the amount the Trustees determines from time to time to be a minimum investment in the Trust or rises above the amount the Trustees determines from time to time to be a maximum investment in the Trust; or
(viii) it would be in the interests of the Trust, as determined by the Trustees, for the Trust to repurchase or redeem such Shares.
(c) The Trust may repurchase Common Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof, or an agent designated by such owner, at a price not exceeding the net asset value per share determined as set forth in Article VIII hereof as of the time specified in the prospectus of the Trust at the time in effect.
(d) Repurchases or redemptions of Shares by the Trust shall be payable in non-interest bearing promissory notesnotes with such terms as determined by the Trustees in its discretion, unless the BoardTrustees, in its discretion, determines otherwise, or, in the discretion of the BoardTrustees, in securities (or any combination of securities and cash) of equivalent value. All such repurchases or redemptions shall be subject to any and all conditions as the Board Trustees may impose and all such repurchases shall be effective as of a date set by the Board Trustees after receipt by the Trust of all eligible written tenders of Shares or portions thereofas of a date set by the Trustees. The amount due to any Shareholder whose Shares are repurchased or portion thereof is repurchased redeemed shall be equal to the net asset value of such Shareholder's ’s Shares as applicable as of the effective date of repurchase. In repurchase or redemption (as determined by the Trust in connection with the purchase and/or redemption or repurchase of Shares), subject to any applicable early repurchase fee or contingent deferred sales charge, and subject to subsequent adjustment, in the discretion of the BoardInvestment Adviser, in the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with event that additional relevant information becomes available following the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityTrust’s annual audit.
Appears in 1 contract
Samples: Trust Agreement (MassMutual Access Private Equity Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustAgreement, no Shareholder or other person Person holding any Shares or portion thereof shall have the right to withdraw or tender to the Trust for redemption repurchase of or repurchase their Shares or to redeem any portion thereofsuch Shares. The Board may, Trustees may from time to time time, and in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager Adviser or any of its affiliatesAffiliates thereof, pursuant to written tenderstenders or to redeem Shares from Shareholders, including the Investment Adviser or any Affiliates thereof. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenders, or to redeem Shares, the Board Trustees may consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares to the Trust or portions thereof to have their Shares redeemed by the Trust;
(3ii) the liquidity of the Trust's assets Trust Assets (including fees and costs associated with withdrawing from its disposing of the Trust’s interests in underlying investments, including investments in unregistered pooled investment vehicles);
(4iii) the investment plans and working capital and reserve requirements of the Trust;
(5iv) the relative economies of scale of the tenders or redemptions with respect to the size of the Trust;
(6v) the history of the Trust in repurchasing Shares or portions thereofredeeming Shares;
(7vi) the availability of information as to the value of the Trust's investments, including ’s investments in unregistered pooled investment vehiclesunderlying investments;
(8) vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
(9viii) the anticipated tax consequences to the Trust of any proposed repurchases or redemptions of Shares or portions thereofShares; and
(10ix) the recommendations of the Investment ManagerAdviser. The Board With respect to repurchases, the Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders only on terms fair to the Trust and to all Shareholders (including persons and Persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases The Trustees may cause the Trust to repurchase or redeem all or any portion of the Shares of a Shareholder or portions thereof any Person acquiring any Shares from or through a Shareholder if the Trustees determine or have reason to believe that:
(i) such Shares have been transferred in violation of Section 6.9 hereof, or such Shares have vested in any Person by operation of law (i.e., the result of the death, bankruptcy, insolvency, or dissolution of the Shareholder);
(ii) if any transferee does not meet any investor eligibility requirements established by the Trust from time to time, including the Fund’s minimum account balance requirement;
(iii) ownership of such Shares by a Shareholder or other Person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities, or other laws of the United States or any other relevant jurisdiction;
(iv) continued ownership of such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust or the Investment Adviser or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;
(v) any of the representations and warranties made by a Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(vi) with respect to a Shareholder subject to special laws or regulations, the Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;
(vii) the investment balance of the Shareholder falls below the amount the Trustees determines from time to time to be a minimum investment in the Trust or rises above the amount the Trustees determines from time to time to be a maximum investment in the Trust; or
(viii) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase or redeem such Shares.
(c) The Trust may repurchase Common Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof, or an agent designated by such owner, at a price not exceeding the net asset value per share determined as set forth in Article VIII hereof as of the time specified in the prospectus of the Trust at the time in effect.
(d) Repurchases or redemptions of Shares by the Trust shall be payable in non-interest bearing promissory notesnotes with such terms as determined by the Trustees in its discretion, unless the BoardTrustees, in its discretion, determines otherwise, or, in the discretion of the BoardTrustees, in securities (or any combination of securities and cash) of equivalent value. All such repurchases or redemptions shall be subject to any and all conditions as the Board Trustees may impose and all such repurchases shall be effective as of a date set by the Board Trustees after receipt by the Trust of all eligible written tenders of Shares or portions thereofas of a date set by the Trustees. The amount due to any Shareholder whose Shares are repurchased or portion thereof is repurchased redeemed shall be equal to the net asset value of such Shareholder's ’s Shares as applicable as of the effective date of repurchase. In repurchase or redemption (as determined by the Trust in connection with the purchase and/or redemption or repurchase of Shares), subject to any applicable early repurchase fee or contingent deferred sales charge, and subject to subsequent adjustment, in the discretion of the BoardInvestment Adviser, in the Trust may impose repurchase fees and early withdrawal charges on repurchases of Shares consistent with event that additional relevant information becomes available following the 1940 Act. The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authorityTrust’s annual audit.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (MassMutual Access Pine Point Fund)
Repurchase of Shares. (a) Shares of the Trust may be repurchased or redeemed from or tendered to the Trust in any manner and on such terms as determined by the Trustees that is not prohibited by the 1940 Act. Except as otherwise provided in this Declaration of TrustDeclaration, no Shareholder or other person holding Shares or portion thereof shall have the right to tender to require the Trust for redemption or repurchase their Shares or any portion thereofto redeem its Shares. The Board Trustees may, from time to time and in its their complete and exclusive discretion and on such terms and conditions as it they may determinedetermine (subject to the 1940 Act and other applicable law), cause the Trust to offer to repurchase Shares or portions thereof from Shareholders, including the Investment Manager or any of its affiliates, pursuant to written tenderstender offers. In determining whether to cause the Trust to offer to repurchase Shares or portions thereof from Shareholders pursuant to written tenderstender offers, the Board Trustees shall consider the recommendation of the Investment Adviser or any of its Affiliates, and may also consider the following factors, among others:
(1) if applicable, whether the Master Fund is making a contemporaneous repurchase offer for interests therein, and the aggregate value of interests the Master Fund is offering to repurchase;
(2i) whether any Shareholders have requested to tender Shares or portions thereof to the Trust;
(3ii) the liquidity of the Trust's ’s assets (including fees and costs associated with the Trust withdrawing from its investments, including investments in unregistered pooled investment vehiclesHedge Funds);
(4iii) the investment plans and working capital requirements of the Trust;
(5) the relative economies of scale of the tenders with respect to the size of the Trust;
(6iv) the history of the Trust in repurchasing Shares or portions thereofShares;
(7v) the availability of information as to the value of the Trust's investments, including investments ’s interests in unregistered pooled investment vehiclesunderlying Hedge Funds;
(8) vi) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;; and
(9vii) the any anticipated tax or regulatory consequences to the Trust of any proposed repurchases of Shares or portions thereof; and
(10) the recommendations of the Investment ManagerShares. The Board Trustees shall cause the Trust to repurchase Shares or portions thereof pursuant to written tenders tender offers only on terms they determine, in their sole discretion, to be reasonable and fair to the Trust and to all Shareholders (including persons holding Shares acquired from Shareholders), as applicable. The fair value, selection and quantity of securities or other property paid or delivered as all or part of the repurchase price for Shares shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation, underlying investment vehicle or other Person in transferring securities selected for delivery as all or part of any payment in kind.
(b) Repurchases A Shareholder who tenders for repurchase only a portion of such Shareholder’s Shares shall be required to retain Shares with a value equal to at least $[xxx] (or portions thereof by such lower amount equal to the Shareholder’s initial capital contribution net of any placement or other fees) after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the value of the Shareholder’s Shares to be less than the required minimum amount the Trust reserves the right to reduce the amount to be purchased from the Shareholder pursuant to the tender so that the required minimum amount is maintained or to cause the Trust to repurchase the Shareholder’s entire interest in the Trust.
(c) Any Trustee or the Investment Adviser or any of its Affiliates may tender its, his or her Shares under this Section.
(d) The Trustees may cause the Trust to repurchase the Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, and each Shareholder shall by acquiring such Shares be payable deemed to have affirmatively consented to such repurchase, in non-interest bearing promissory notesthe event that the Trustees in their sole discretion determine that:
(i) such Shares have been transferred in violation of Article VIII, unless Section 1 hereof, or such Shares have vested in any person other than by operation of law as the Boardresult of the death, divorce, bankruptcy, insolvency, adjudicated incompetence, dissolution, merger, reorganization or termination of a Shareholder and the Trustees, in its sole discretion, determines otherwisedid not approve the admission of a substitute Shareholder;
(ii) ownership of such Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, oror require registration of any Shares under, in or subject the discretion Trust to additional registration or regulation under, the securities, commodities or other laws of the Board, in securities (United States or any combination other relevant jurisdiction;
(iii) continued ownership of securities such Shares by a Shareholder may be harmful or injurious to the business or reputation of the Trust, the Trustees, the Investment Adviser or any of their affiliates, or may subject the Trust, or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
(iv) any of the representations and cashwarranties made by a Shareholder or other person in connection with the acquisition of Shares was not true when made or has ceased to be true;
(v) ownership of equivalent value. All such repurchases shall Shares by the Shareholder would cause the Trust to be subject to any and all conditions as additional regulatory or compliance requirements imposed by laws other than the Board may impose and Securities Act, the Exchange Act or the 1940 Act; or
(vi) it would be in the best interests of the Trust for the Trust to repurchase the Shares or a portion of them, including without limitation in connection with the liquidation or termination of the Trust.
(e) Repurchases pursuant to Trust tender offers shall be effective as of a date set by the Board end of the Notice Date Period after receipt and acceptance by the Trust of all eligible written tenders of Shares from Shareholders and, unless otherwise determined by the Trustees from time to time, including as a result of changes in applicable law or the interpretation thereof, shall be subject to the following repurchase procedures:
(i) Shareholders choosing to tender Shares for repurchase must do so within the applicable Notice Date Period. Shares (or portions thereof. The amount due to any ) will be valued in accordance with the Trust’s valuation procedures as of the Repurchase Valuation Date;
(ii) immediately after the Notice Date Period, each Shareholder whose Shares (or portion thereof is repurchased shall thereof) have been accepted for repurchase will have the rights and be bound by the terms of a repurchase instrument (the “Repurchase Instrument”), including the right to be paid an amount equal to the net asset value of such Shareholder's Shares value, determined as of the effective Repurchase Valuation Date and in accordance with Article VI hereof, of the repurchased Shares (or portion thereof) (the “Payment Amount”). For the avoidance of doubt, the Repurchase Instrument is un-certificated and no Shareholder whose Shares (or portion thereof) have been accepted for repurchase shall receive a Repurchase Instrument certificate, although each will be bound by its terms;
(iii) the Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable; and
(iv) a Shareholder who is bound by the terms of the Repurchase Instrument (the “Payee”) shall retain all rights, with respect to its tendered Shares, to inspect the books and records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Repurchase Instrument, such Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Repurchase Valuation Date, the Repurchase Valuation Date shall become the date on which the Trust is liquidated or dissolved and the value of repurchasethe repurchased Shares will be calculated in accordance with the foregoing sentence. The initial payment in respect of the Repurchase Instrument will be made as of the later of (i) any Business Day that is within 45 days after the Repurchase Valuation Date, or (ii) if the Trust has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least ninety percent (90%) of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments as they may determine in their sole discretion; provided, however, that the full amount payable under the Repurchase Instrument shall be paid not later than promptly after the completion of the Trust’s annual audit for the Fiscal Year in which the repurchase was effected. Any amount payable in respect of a Repurchase Instrument shall be subject to adjustment as a result of corrections to the Trust’s Net Asset Value as of the Repurchase Valuation Date. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash). The Trustees may from time to time amend the foregoing policies and procedures and establish such other policies and procedures in connection with the repurchase of Shares as it deems to be necessary or desirable and in the interests of the Trust and the Shareholders, including without limitation the imposition of fees for the repurchase of all or some Shares through tender offers.
(f) In the discretion event that the Trustees determine that the Trust should repurchase all or a portion of the BoardShares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, repurchases shall be subject to the following repurchase procedures unless otherwise determined by the Trustees from time to time:
(i) Shares (or portions thereof) will be valued in accordance with the Trust’s valuation procedures as of the “Compulsory Repurchase Valuation Date” (which date, unless otherwise determined by the Trustees, shall be the last Business Day of the quarter in which the Trust intends to repurchase the Shares);
(ii) promptly after the Trustees determine that the Trust should repurchase all or a portion of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, pursuant to Article VIII, Section 2(d) hereof, the Trust may impose will give to such Person whose Shares (or portion thereof) have been called for repurchase fees (a “Compulsorily Repurchased Shareholder”) notice of the Trust’s intent to repurchase the Shares and early withdrawal charges on repurchases the expected Compulsory Repurchase Valuation Date for such Shares;
(iii) immediately after the Compulsorily Repurchased Shareholders have been given notice of Shares consistent with the 1940 Act. The holders Trust’s intent to repurchase Shares, each Compulsorily Repurchased Shareholder will have the rights and be bound by the terms of Shares shall upon demand disclose a repurchase instrument (the “Compulsory Repurchase Instrument”), including the right to be paid an amount equal to the Trustees value, determined as of the Compulsory Repurchase Valuation Date and in writing such information accordance with Article VI hereof, of the repurchased Shares. For the avoidance of doubt, the Compulsory Repurchase Instrument is un-certificated and no Compulsorily Repurchased Shareholder shall receive a Compulsory Repurchase Instrument certificate, although each will be bound by its terms;
(iv) the Compulsory Repurchase Instrument will be un-certificated, non-negotiable, non-interest bearing and nontransferable; and
(v) a Shareholder who is a bound by the terms of a Compulsory Repurchase Instrument (the “Compulsory Repurchase Instrument Payee”) shall retain all rights, with respect to direct its tendered Shares, to inspect the books and indirect ownership records of the Trust and to receive financial and other reports relating to the Trust until the payment date. Except as otherwise provided in the preceding sentence or in the Compulsory Repurchase Instrument, such Compulsory Repurchase Instrument Payee shall not be a Shareholder of the Trust and shall have no other rights (including, without limitation, any voting rights) under this Declaration. For purposes of calculating the value of the repurchased Shares, the amount payable to the Compulsory Repurchase Instrument Payee will take into account and include all Trust income, gains, losses, deductions and expenses through the Compulsory Repurchase Valuation Date. If the Trust is liquidated or dissolved prior to the original Compulsory Repurchase Valuation Date, the Compulsory Repurchase Valuation Date shall become the date which the Trust is liquidated or dissolved and the value of the repurchased Shares as the Trustees deem necessary to comply will be calculated in accordance with the requirements foregoing sentence. The initial payment in respect of the Compulsory Repurchase Instrument will be made as of the later of (i) any taxing authorityBusiness Day that is within 45 days after the Compulsory Repurchase Valuation Date, or (ii) if the Trust has requested withdrawal of its capital from one or more Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Trust has received at least ninety percent (90%) of the aggregate amount withdrawn from such Hedge Funds. The Trustees, in their sole discretion, may hold back any amount due in respect of the Compulsory Repurchase Instrument and make payments in respect of the Compulsory Repurchase Instrument in any number of installments as it may determine in their sole discretion; provided, however, that the full amount payable under the Compulsory Repurchase Instrument shall be paid not later than promptly after the completion of the Trust’s annual audit for the Fiscal Year in which the compulsory repurchase was effected. Any amount payable in respect of a Compulsory Repurchase Instrument shall be subject to adjustment as a result of corrections to the Trust’s Net Asset Value as of the Compulsory Repurchase Valuation Date. The Compulsory Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Repurchase Valuation Date. Notwithstanding anything in the foregoing to the contrary, the Trustees, in their sole and absolute discretion, may pay all or any portion of the Compulsory Repurchase Instrument in marketable Securities (or any combination of marketable Securities and cash).
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Private Advisors Alternative Strategies Master Fund)
