Common use of Transactions with GS Clause in Contracts

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Prospectus and Statement of Additional Information, or in such other manner as the Fund or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Fund may engage and which may require approval on behalf of the Fund or with respect to which the Manager determines to seek approval, you hereby authorize the Fund and/or the Manager without limitation, to consider and approve or disapprove such transactions and other matters on behalf of the Fund and its investors. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to consider: (a) any transaction in which the Fund proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Prospectus and Statement of Additional Information, or in such other manner as the Fund or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Fund may engage and which may require approval on behalf of the Fund or with respect to which the Manager determines to seek approval, you hereby authorize the Fund and/or the Manager without limitation, to consider and approve or disapprove such transactions and other matters on behalf of the Fund and its investors. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to consider: (a) any transaction in which the Fund proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment Advisers Act, (b) any fee paid to GS in respect of a transaction in which the Fund

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. The foregoing shall not apply to the extent such conflicts are not disclosed in the Memorandum. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Memorandum, or in such other manner as the Fund or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Fund may engage and which may require approval on behalf of the Fund or with respect to which the Manager determines to seek approval, you hereby authorize the Fund and/or the Manager without limitation, to (1) consider and approve or disapprove such transactions and other matters on behalf of the Fund and its investors, or (2) select certain Members, or beneficial owners of Fund Interests or one or more persons who are not affiliated with the Manager and/or GS, to serve on a committee, the purpose of which will be to consider and approve or disapprove any such transactions and other matters on behalf of the Fund that are presented to such committee by the Manager in its sole discretion. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to either, in the case of (1) above, consider, or in the case of (2) above, present to the committee: (a) any transaction in which the Fund proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment Advisers Act, (b) any fee paid to GS in respect of a transaction in which the Fund proposes to be an investor and which, as a result of the participation by GS, requires consent under the Investment Advisers Act, (c) any other transaction or matter for which prior consent or other consent may be required under the Investment Advisers Act, and (d) any other transaction or matter which the Manager determines to consider itself or present to the committee, which may include, without limitation, transactions involving possible conflicts of interest. For the avoidance of doubt, the Manager will be under no obligation to form any such committee or present any particular matter to any such committee, and the determination to set up a committee or to present any matter for consideration to the committee will in each case be made by the Manager in its sole discretion.

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. The foregoing shall not apply to the extent such conflicts are not disclosed in the Memorandum. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Memorandum, or in such other manner as the Fund or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Fund may engage and which may require approval on behalf of the Fund or with respect to which the Manager determines to seek approval, you hereby authorize the Fund and/or the Manager without limitation, to (1) consider and approve or disapprove such transactions and other matters on behalf of the Fund and its investors, or (2) select certain Members, or beneficial owners of Fund Interests or one or more persons who are not affiliated with the Manager and/or GS, to serve on a committee, the purpose of which will be to consider and approve or disapprove any such transactions and other matters on behalf of the Fund that are presented to such committee by the Manager in its sole discretion. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to either, in the case of (1) above, consider, or in the case of (2) above, present to the committee: (a) any transaction in which the Fund proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment Advisers Act, (b) any fee paid to GS in respect of a transaction in which the Fund proposes to be an investor and which, as a result of the participation by GS, requires consent under the Investment Advisers Act, (c) any other transaction or matter for which prior consent or other consent may be required under the Investment Advisers Act, and (d) any other transaction or matter which the Manager determines to consider itself or present to the committee, which may include, without

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. You understand that the foregoing authorization and consent to principal transactions, cross

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund and, if applicable, any investment funds or vehicles in which the Fund invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund or any investment fund or vehicle in which the Fund invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund or any investment fund or vehicle in which the Fund invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund or any investment fund or vehicle in which the Fund invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund or any investment fund or vehicle in which the Fund invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Fund or such underlying fund or vehicle. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Prospectus and Statement of Additional Information, or in such other manner as the Fund or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Fund may engage and which may require approval on behalf of the Fund or with respect to which the Manager determines to seek approval, you hereby authorize the Fund and/or the Manager without limitation, to consider and approve or disapprove such transactions and other matters on behalf of the Fund and its investors. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to consider: (a) any transaction in which the Fund proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment Advisers Act, (b) any fee paid to GS in respect of a transaction in which the Fund proposes to be an investor and which, as a

Transactions with GS. (i) You understand and agree that the Manager, to the fullest extent permitted by applicable law, may allow the Fund Company and, if applicable, any investment funds or vehicles in which the Fund Company invests, to enter into, consent to and perform transactions in which affiliates of the Manager, including GS, act as principal or agent. Such transactions may include, but are not limited to, (1) any cross transaction in which the Manager causes the Fund Company or any investment fund or vehicle in which the Fund Company invests to buy a security from, or sell a security to another client of the Manager or its affiliates and any agency cross transaction in which GS acts as a broker for both the Fund Company or such underlying fund or vehicle and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities and in which GS may receive compensation, commissions, or other payments from either or both parties and, with respect to cross transactions and agency cross transactions, GS may have a potentially conflicting division of loyalties and responsibilities among such parties; (2) any principal transaction in which the Fund Company or any investment fund or vehicle in which the Fund Company invests purchases property (including, without limitation, securities) from or sells property (including, without limitation, securities) to GS; (3) any principal transaction in which GS acts as counterparty with or to the Fund Company or any investment fund or vehicle in which the Fund Company invests in respect of currency, hedging or derivative financial instruments (including but not limited to swaps and forwards of all types); or (4) any sale of securities for the account of the Fund Company or any investment fund or vehicle in which the Fund Company invests by GS, including where such securities are bunched or aggregated with orders for other accounts of GS and such aggregation prevents achievement of the same price or execution on the entire lot,, which may be disadvantageous to the Company or such underlying fund or vehicle. You understand that the foregoing authorization and consent to principal transactions, cross transactions and agency cross transactions may be revoked by you in the manner set forth in the Fund Agreement or Memorandum, or in such other manner as the Company or the Manager notifies you from time to time. (ii) To the extent permitted by applicable law, in respect of matters described in the next sentence in which the Company may engage and which may require approval on behalf of the Company or with respect to which the Manager determines to seek approval, you hereby authorize the Company and/or the Manager without limitation, to consider and approve or disapprove such transactions and other matters on behalf of the Company and its investors. Such transactions or other matters may include the following, but in any event only with respect to any particular transaction or other matter that the Manager determines in its sole discretion to consider: (a) any transaction in which the Company proposes to purchase or sell securities and which, as a result of participation (directly or indirectly) by GS in respect of such transaction, requires consent under the Investment Advisers Act, (b) any fee paid to GS in respect of a transaction in which the Company proposes to be an investor and which, as a result of the participation by GS, requires consent under the Investment Advisers Act, (c) any other transaction or matter for which prior consent or other consent may be required under the Investment Advisers Act, and (d) any other transaction or matter which the Manager determines to consider itself which may include, without limitation, transactions involving possible conflicts of interest. (iii) You acknowledge and agree that the Manager of the Company treats the Company as its client for all purposes permitted under the Investment Advisers Act, the Commodity Exchange Act, as amended, and other applicable laws and regulations to the extent permitted thereunder. This means that required disclosures by the investment manager (e.g., those in its Form ADV) are made to the Company, not to the Members, and that any necessary consents (e.g., to transactions in which the investment manager’s affiliates act as principal or as a broker) may be given by the Manager on behalf of the Company and its Members. (iv) You acknowledge that you have read and understand the “Potential Conflicts of Interest” disclosure and the “Related Party Transactions and Certain Relationships” disclosure set forth in the Memorandum.