Common use of TRANSFER OF INTERESTS OF INVESTORS Clause in Contracts

TRANSFER OF INTERESTS OF INVESTORS. (a) An Interest or portion thereof may be Transferred only (i) by operation of law resulting from an Investor's death, disability, dissolution, bankruptcy or incompetence or (ii) with the written consent of the Adviser, which consent may be withheld in its sole discretion and shall not be subject to challenge by any potential assignor or assignee. Notwithstanding the foregoing, no Interest or portion thereof to which any Special Advisory Account relates may be Transferred. (b) Unless the Adviser consults with its counsel and counsel confirms that the Transfer will not cause the Fund to be treated as a publicly traded partnership taxable as a corporation (which confirmation shall be obtained at the expense of the transferor), the Adviser generally may not consent to a Transfer of an Interest unless the following conditions are met: (i) the transferring Investor has been an Investor of the Fund for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Fund to repurchase Interests; and (iii) the Transfer is (a) (1) one in which the tax basis of the Interest in the hands of the transferee is expected to be determined, in whole or in part, by reference to its tax basis in the hands of the transferring Investor (e.g., gifts and contributions to family entities) and (2) to members of the transferring Investor's immediate family (siblings, spouse, parents or children), or (b) a distribution from a qualified retirement plan or an individual retirement account. (c) Unless otherwise waived by the Adviser in its sole discretion, any Transfer shall be made only upon the receipt by the Fund of an Opinion of Counsel (which opinion shall be obtained at the expense of the transferor) that the Transfer will be made pursuant to an available exemption from registration under the 1933 Act and applicable state securities laws and of an executed and complete Subscription Agreement. An Investor who Transfers all or any portion of an Interest may be charged reasonable expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with the Transfer. (d) Any transferee acquiring an Interest by operation of law as a result of the death, disability, dissolution, bankruptcy or incompetence of an Investor or otherwise will be entitled to the allocations and distributions allocable to the Interest so acquired, to Transfer all or any portion of an Interest in accordance with the terms of this Agreement and to tender all or any portion of an Interest for repurchase by the Fund, but will not be entitled to the other rights of an Investor unless and until the transferee becomes a substituted Investor of the Fund. If an Investor Transfers its Interest with the approval of the Adviser, the Fund will take all necessary actions so that each transferee or successor to whom the Interest is Transferred is admitted to the Fund as an Investor. (e) In subscribing for an Interest, an Investor agrees to indemnify and hold harmless the Fund, the Board of Directors, the Adviser, the Subadviser, each other Investor and their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any Transfer made by that Investor in violation of these provisions or any misrepresentation made by that Investor in connection with any Transfer.

TRANSFER OF INTERESTS OF INVESTORS. (a) An Interest or portion thereof may be Transferred only (i) by operation of law resulting from an Investor's death, divorce, disability, dissolution, bankruptcy or incompetence or (ii) with the written consent of the Adviser, which consent may be withheld in its sole discretion and shall not be subject to challenge by any potential assignor or assignee. Notwithstanding the foregoing, no Interest or portion thereof to which any Special Advisory Account relates may be Transferred. (b) Unless the Adviser consults with its counsel and counsel confirms that the Transfer will not cause the Fund to be treated as a publicly traded partnership taxable as a corporation (which confirmation shall be obtained at the expense of the transferor), the Adviser generally may not consent to a Transfer of an Interest unless the following conditions are met: (i) the transferring Investor has been an Investor of the Fund for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Fund to repurchase Interests; and (iii) the Transfer is (a) (1) one in which the tax basis of the Interest in the hands of the transferee is expected to be determined, in whole or in part, by reference to its tax basis in the hands of the transferring Investor (e.g., gifts and contributions to family entities) and (2) to members of the transferring Investor's immediate family (siblings, spouse, parents or children), or (b) a distribution from a qualified retirement plan or an individual retirement account. (c) Unless otherwise waived by the Adviser in its sole discretion, any Transfer shall be made only upon the receipt by the Fund of an Opinion of Counsel (which opinion shall be obtained at the expense of the transferor) that the Transfer will be made pursuant to an available exemption from registration under the 1933 Act and applicable state securities laws and of an executed and complete Subscription AgreementAgreement from the transferee. An Investor who Transfers all or any portion of an Interest may be charged reasonable expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with the Transfer. (d) Any transferee acquiring an Interest by operation of law as a result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor or otherwise will be entitled to the allocations and distributions allocable to the Interest so acquired, to Transfer all or any portion of an Interest in accordance with the terms of this Agreement and to tender all or any portion of an Interest for repurchase by the Fund, but will not be entitled to the other rights of an Investor unless and until the transferee becomes a substituted Investor of the Fund. If an Investor Transfers its Interest with the approval of the Adviser, the Fund will take all necessary actions so that each transferee or successor to whom the Interest is Transferred is admitted to the Fund as an Investor. (e) In subscribing for an Interest, an Investor agrees to indemnify and hold harmless the Fund, the Board of Directors, the Adviser, the Subadviser, each other Investor and their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any Transfer made by that Investor in violation of these provisions or any misrepresentation made by that Investor in connection with any Transfer.

TRANSFER OF INTERESTS OF INVESTORS. (a) An Interest or portion thereof may be Transferred only (i) by operation of law resulting from an Investor's ’s death, divorce, disability, dissolution, bankruptcy or incompetence or (ii) with the written consent of the Adviser, which consent may be withheld in its sole discretion and shall not be subject to challenge by any potential assignor or assignee. Notwithstanding the foregoing, no Interest or portion thereof to which any Special Advisory Account relates may be Transferred. (b) Unless the Adviser consults with its counsel and counsel confirms that the Transfer will not cause the Fund to be treated as a publicly traded partnership taxable as a corporation (which confirmation shall be obtained at the expense of the transferor), the Adviser generally may not consent to a Transfer of an Interest unless the following conditions are met: (i) the transferring Investor has been an Investor of the Fund for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Fund to repurchase Interests; and (iii) the Transfer is (a) (1) one in which the tax basis of the Interest in the hands of the transferee is expected to be determined, in whole or in part, by reference to its tax basis in the hands of the transferring Investor (e.g., gifts and contributions to family entities) and (2) to members of the transferring Investor's ’s immediate family (siblings, spouse, parents or children), or (b) a distribution from a qualified retirement plan or an individual retirement account. (c) Unless otherwise waived by the Adviser in its sole discretion, any Transfer shall be made only upon the receipt by the Fund of an Opinion of Counsel (which opinion shall be obtained at the expense of the transferor) that the Transfer will be made pursuant to an available exemption from registration under the 1933 Act and applicable state securities laws and of an executed and complete Subscription AgreementAgreement from the transferee. An Investor who Transfers all or any portion of an Interest may be charged reasonable expenses, including attorneys' ’ and accountants' ’ fees, incurred by the Fund in connection with the Transfer. (d) Any transferee acquiring an Interest by operation of law as a result of the death, divorce, disability, dissolution, bankruptcy or incompetence of an Investor or otherwise will be entitled to the allocations and distributions allocable to the Interest so acquired, to Transfer all or any portion of an Interest in accordance with the terms of this Agreement and to tender all or any portion of an Interest for repurchase by the Fund, but will not be entitled to the other rights of an Investor unless and until the transferee becomes a substituted Investor of the Fund. If an Investor Transfers its Interest with the approval of the Adviser, the Fund will take all necessary actions so that each transferee or successor to whom the Interest is Transferred is admitted to the Fund as an Investor. (e) In subscribing for an Interest, an Investor agrees to indemnify and hold harmless the Fund, the Board of Directors, the Adviser, the Subadviser, each other Investor and their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any Transfer made by that Investor in violation of these provisions or any misrepresentation made by that Investor in connection with any Transfer.

TRANSFER OF INTERESTS OF INVESTORS. (a) An Interest or portion thereof may be Transferred only (i) by operation of law resulting from an Investor's death, disability, dissolution, bankruptcy or incompetence or (ii) with the written consent of the Board of Directors or the Adviser, which consent may be withheld in each of its sole discretion and shall not be subject to challenge by any potential assignor or assignee. Notwithstanding For the foregoing, no Interest or portion thereof avoidance of doubt this Section 6.1(a) shall not be deemed to which any Special Advisory Account relates may be Transferredrestrict actions otherwise permitted by Section 6.3. (b) Unless the Board of Directors or the Adviser consults with its counsel and counsel confirms that the Transfer will not cause the Fund to be treated as a publicly traded partnership taxable as a corporation (which confirmation shall be obtained at the expense of the transferor), the Board of Directors or the Adviser generally may not consent to a Transfer of an Interest unless the following conditions are met: (i) the transferring Investor has been an Investor of the Fund for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Fund to repurchase Interests; and (iii) the Transfer is (a) (1) one in which the tax basis of the Interest in the hands of the transferee is expected to be determined, in whole or in part, by reference to its tax basis in the hands of the transferring Investor (e.g., gifts and contributions to family entities) and (2) to members of the transferring Investor's immediate family (siblings, spouse, parents or children), ) or (b) a distribution from a qualified retirement plan or an individual retirement account. (c) Unless otherwise waived by the Board of Directors or the Adviser in each of its sole discretion, any Transfer shall be made only upon the receipt by the Fund of an Opinion of Counsel (which opinion shall be obtained at the expense of the transferor) that the Transfer will be made pursuant to an available exemption from registration under the 1933 Act and applicable state securities laws and of an executed executed, complete and complete satisfactory Subscription Agreement. An Investor who Transfers all or any portion of an Interest in any manner may be charged reasonable expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with the Transfer. (d) Any transferee acquiring an Interest by operation of law as a result of the death, disability, dissolution, bankruptcy or incompetence of an Investor or otherwise will be entitled to the allocations and distributions allocable to the Interest so acquired, to Transfer all or any portion of an Interest in accordance with the terms of this Agreement and to tender all or any portion of an Interest for repurchase by the Fund, but will not be entitled to the other rights of an Investor unless and until the transferee becomes a substituted Investor of the Fund. If an Investor Transfers its Interest with the approval of the Board of Directors or the Adviser, the Fund will take all necessary actions so that each transferee or successor to whom the Interest is Transferred is admitted to the Fund as an Investor. (e) In subscribing for an Interest, an Investor agrees to indemnify and hold harmless the Fund, the General Partner, the Board of Directors, the Adviser, the Subadviser, each other Investor and their affiliates Affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any Transfer made by that Investor in violation of these provisions or any misrepresentation made by that Investor in connection with any Transfer.