Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class D Units, or Units of such other Class as may be designated by the Sponsor. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investo...
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 exchange, whichever shall be selected by the Sponsor, or, if there is no closing price on such date on such exchange or consolidated tape, at the prior day's closing price;
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above.
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of February 29, 2012 Fund shall be held by a bank independent of the Sponsor, its affiliates, and their respective officers, employees, representatives and agents (each, a “Sponsor Party” and, collectively, the “Sponsor Parties”).
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 which BAC will credit to this FuturesAccess Fund’s and/or Master Fund’s account. In addition, the Sponsor may maintain this FuturesAccess Fund’s assets (as well as those of the Master Fund) in deposit or similar accounts with, or in money market funds operated by, one or more affiliates of the Sponsor, which affiliates may benefit from the possession of such assets, as well as with unaffiliated entities. The interest paid by such affiliated and unaffiliated entities on this FuturesAccess Fund’s and the Master Fund’s cash so invested will be paid to this FuturesAccess Fund or the Master Fund, as the case may be. However, neither the Sponsor nor any of its affiliates (or any third parties) will be obligated to account to this FuturesAccess Fund, the Master Fund or any Investor for any additional economic benefits which the Sponsor or any such affiliate may derive from possession of this FuturesAccess Fund’s and the Master Fund’s assets.
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 made in respect of such Unit and which, for each Accounting Period thereafter, shall be an amount equal to the closing capital account (“Closing Capital Account”) (determined as set forth in Section 2.06) attributable to such Unit for the immediately preceding Accounting Period.
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 value of such asset (or of this FuturesAccess Fund or the Master Fund as a whole in the case of reserves not specifically attributable to any particular asset). All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith. The Sponsor may suspend the calculation of Net Asset Value during any period in which the Sponsor believes that it is reasonably impracticable to value a material portion of this FuturesAccess Fund’s assets or when the Master Fund has done so.
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 management of FuturesAccess and/or HedgeAccess; (iii) such Investor’s investment in the Units, or aggregate investment in FuturesAccess, is below the minimum level established by the Sponsor (including any increase in such minimum level that the Sponsor may implement in the future); (iv) such Investor holds Class M Units and is no longer eligible to hold such Units; or (v) for any other reason.
Second Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 Affiliates of the Sponsor will provide this FuturesAccess Fund with futures brokerage, forward dealing and other counterparty and dealer services, and shall receive compensation in connection therewith.
