Common use of Transfer of Interests of Members Clause in Contracts

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and; (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the person to whom the Interest is Transferred is one of the following: (A) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Code by reason of qualification under Section 401 of the Code; (B) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (C) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (D) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (E) an individual retirement account (“XXX”) (including a regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (F) a state college or university; and (iii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) unless (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject to any other adverse tax or regulatory treatment and or (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Datethe effective date of an offer by the Company to repurchase Interests; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s 's immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and. (c) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (d) The Board may not consent to a Transfer of an Interest unless: (i) the person to whom the Interest is Transferred is a person whom the Company believes is an "accredited investor," as that term is defined in Regulation D under the Securities Act of 1933, as amended, or any successor rule thereto; (ii) (x) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; (iii) the person to whom the Interest is Transferred is a person whom the Board believes meets the requirements of paragraph (a)(2) of section 4.7 of the Commodity Exchange Act; and (yiv) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 75,000 or such lesser amount as the Board may determine in its sole discretion. (c) . Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any Transfer. In connection with any request to Transfer an Interest or portion of an Interest, the Company may require the Member requesting the Transfer to obtain, at the Member's expense, an opinion of counsel selected by the Manager as to such matters as the Manager may reasonably request. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company Master Fund consults with legal counsel to the Company Master Fund and counsel confirms that the Transfer will not cause the Company Master Fund to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Master Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company Master Fund in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Master Fund as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the CompanyMaster Fund, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; andprovided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Managers which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless; (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 100,000. Such minimum Capital Account balance may be reduced or such lesser amount as waived by the Board may determine in its sole discretion. (c) of Managers or the Manager. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the Investment Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Directors (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Directors may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Directors may consent pursuant to the following sentence. The Board of Directors may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; andPROVIDED, HOWEVER, that prior to any such pledge, transfer, or assignment, the Board of Directors shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Directors which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (iib) The Board of Directors may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Directors believes meets is an "Accredited Investor" as that term is defined at Rule 501 of Regulation D of the requirements Securities Act of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto 1933; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 5,000, or such lesser amount as may be established by the Board may determine in its sole discretion. (c) of Directors. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Directors, the Board of Directors shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the Directors, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) Except as otherwise provided herein, no person may become a substituted Member without the written consent of the Board, which consent may be withheld for any reason in its sole discretion. An Interest of held by a Member may be transferred only only: (i1) by operation of law pursuant to as a result of the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of such Member the Member; or (ii2) under certain limited circumstances with the written consent of the Board (Board, which may be withheld in its sole discretion). (b) The Board may not consent discretion and is expected to a Transfer unless: (i) (x) be granted, if at all, only under limited circumstances. Unless the Company Fund consults with legal counsel to the Company Fund and counsel confirms that the Transfer transfer will not cause the Company Fund to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject corporation, the Board generally shall not consent to any other adverse tax or regulatory treatment and (y) a transfer unless the following conditions are met: : (i1) the Transferring transferring Member has been a Member for at least six (6) months; (ii2) the proposed Transfer transfer is to be made on a Valuation Date; and the effective date of an offer by the Fund to (iii3) the Transfer transfer is (Aa) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g.transferring Member, for example, certain Transfers transfers to affiliates, gifts and contributions to family entities), (Bb) to members of the Transferring transferring Member’s 's immediate family (siblings, spouse, parents and or children), or (Cc) a distribution from a qualified retirement plan or an individual retirement account; and. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 500,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudicated incompetency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the Investment Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest or portion of an Interest held by a Member may be transferred Transferred only (i1) by operation of law pursuant to as a result of (i) the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of such the Member or (ii) under certain limited circumstances the enforcement of any pledge or other security interest with respect to the Interest; or (2) with the written consent of the Board (Managing Member, which may be withheld in its sole discretion and is expected to be granted, if at all, only under limited circumstances. No Member may grant a pledge or other security interest on an Interest or portion of an Interest without the written consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion). Any Transfer or pledge or other grant of any security interest not made in accordance with this Section 4.4(a) shall be void. (b) The Board may not consent to a Transfer unless: (i) (x) Unless the Company Fund consults with legal counsel to the Company Fund and counsel confirms that the Transfer will not cause the Company Fund to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject corporation, the Managing Member generally will not consent to any other adverse tax or regulatory treatment and (y) a Transfer unless the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on effective as of a Valuation Repurchase Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g.for example, certain Transfers to affiliatesAffiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s 's immediate family (siblings, spouse, parents and children), ) or (C) a distribution from a qualified retirement plan or an individual retirement account; and. (iic) (x) The Managing Member may not consent to a Transfer unless the person Person to whom the or which an Interest or portion of an Interest is Transferred (or each of the person’s beneficial Person's equity owners if such a person the Person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person Person whom or that the Board Managing Member believes is an "accredited investor" as defined in Regulation D under the 1933 Act, and meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor provision of any successor rule thereto of those rules, or is otherwise exempt from the requirements of those rules. In the event that other investor eligibility requirements are established by the Fund, the Person to whom or which an Interest or portion of an Interest is Transferred must satisfy these other requirements. (d) Notice to the Fund of any proposed Transfer of an Interest or portion of an Interest must include evidence satisfactory to the Managing Member that the proposed Transfer is exempt from registration under the 1933 Act and (ythat the proposed transferee meets any requirements imposed by the Fund or applicable law with respect to investor eligibility and suitability, including the requirements set out in Section 4.4(c) the entire of this Agreement. Notice of a proposed Transfer of an Interest must also be accompanied by a properly completed subscription agreement in respect of the proposed transferee. The Managing Member is Transferred generally will not consent to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest by a Member unless the Transfer is to a single transferee and, after the Transfer of such portion of the Member's Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 50,000. A Member Transferring an Interest or portion of an Interest may be charged reasonable expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with the Transfer. In connection with any request to Transfer an Interest or portion of an Interest, the Managing Member may require the Member requesting the Transfer to obtain, at the Member's expense, an opinion of counsel selected by the Managing Member as to such lesser amount matters as the Board Managing Member may determine in its sole discretionreasonably request. (ce) Any transferee that acquires acquiring an Interest or portion of an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of a Member, shall the enforcement of any pledge or other security interest with respect to the Interest, or otherwise, will be entitled to the allocations and distributions allocable to the Interest so acquired and acquired, to Transfer such the Interest or portion of the Interest in accordance with the terms of this AgreementAgreement and to tender the Interest or portion of the Interest for repurchase by the Fund, but shall will not be entitled to the other rights of a Member unless and until such the transferee becomes a substituted Member as specified in this Agreement. No Person may become a substituted Member without the written consent of the Managing Member. Once , which consent may be withheld for any reason in its sole discretion. (f) If a Member obtains Transfers an Interest or portion of an Interest with the approval of the Board and satisfies the other requirements to transfer its InterestsManaging Member, the Board shall Fund will promptly take all necessary actions so that the each transferee or successor to whom such the Interest or portion of the Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member transferee of a counterpart of this Agreement or an any other instrument that constitutes evidencing the execution and delivery transferee's agreement to be bound by the terms of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Fund as a substituted Member in accordance with this Section 4.54.4(f). (fg) Each In subscribing for an Interest or becoming a substituted Member, a Member shall agrees to indemnify and hold harmless the CompanyManaging Member and the Investment Manager and any of their respective employees and Affiliates, the Fund, the Board of Directors, the Manager, Special Member and each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons those Persons may become subject by reason of, of or arising from, (i) from any Transfer made by such that Member in violation of this Section 4.5 and (ii) these provisions or any misrepresentation made by such that Member or a substituted Member in connection with any such Transfer. (h) The Fund shall maintain books for the purpose of registering Transfers of Interests. The Fund shall not register a Transfer of an Interest or portion of an Interest unless the transferee has executed a counterpart of this Agreement or another instrument evidencing the transferee's agreement to be bound by the terms of this Agreement.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and; (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the person to whom the Interest is Transferred is one of the following: (A) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Code by reason of qualification under Section 401 of the Code; (B) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (C) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (D) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (E) an individual retirement account (“XXX”) (including a regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (F) a state college or university ; and (iii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; andprovided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Managers which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless; (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and any other requirements that the Board of Managers deems necessary or appropriate; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 25,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the ManagerAdvisor, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board Fund (which may be withheld in its sole discretion). (b) The Board ; provided, however, that the Fund may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g.E.G., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s member's immediate family (siblingsparents, spousebrothers, parents sisters, spouse and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account; and, or (iv) a Transfer to which the Fund may consent pursuant to the following sentence. The Fund may consent to other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Fund, which may be withheld in its sole discretion. Any Transfer not made in accordance with this Section 3.4 shall be void. (iib) The Fund may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 10,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency adjudication of incompetence of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its InterestsFund, the Board Fund shall promptly take all necessary actions so that the transferee to whom which such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 3.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; PROVIDED, HOWEVER, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g.E.G., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and all then applicable qualification requirements to invest in the Company as established by the Board of Managers; and (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 100,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerManagement Services Provider, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) Except as otherwise provided herein, no person may become a substituted Member without the written consent of the Board, which consent may be withheld for any reason in its sole discretion. An Interest of held by a Member may be transferred only only: (i1) by operation of law pursuant to as a result of the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of such Member the Member; or (ii2) under certain limited circumstances with the written consent of the Board (Board, which may be withheld in its sole discretion). (b) The Board may not consent discretion and is expected to a Transfer unless: (i) (x) be granted, if at all, only under limited circumstances. Unless the Company Fund consults with legal counsel to the Company Fund and counsel confirms that the Transfer transfer will not cause the Company Fund to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject corporation, the Board generally shall not consent to any other adverse tax or regulatory treatment and (y) a transfer unless the following conditions are met: : (i1) the Transferring transferring Member has been a Member for at least six (6) months; (ii2) the proposed Transfer transfer is to be made on a Valuation Date; and the effective date of an offer by the Fund to (iii3) the Transfer transfer is (Aa) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g.transferring Member, for example, certain Transfers transfers to affiliates, gifts and contributions to family entities), (Bb) to members of the Transferring transferring Member’s 's immediate family (siblings, spouse, parents and or children), or (Cc) a distribution from a qualified retirement plan or an individual retirement account; and. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudicated incompetency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the Investment Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; andprovided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult -------- ------- with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Managers which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole and absolute discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and thereto; (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, or after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 150,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest or portion of an Interest held by a Member may be transferred Transferred only (i1) by operation of law pursuant to as a result of (i) the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of such the Member or (ii) under certain limited circumstances the enforcement of any pledge or other security interest with respect to the Interest; or (2) with the written consent of the Board (Managing Member, which may be withheld in its sole discretion and is expected to be granted, if at all, only under limited circumstances. No Member may grant a pledge or other security interest on an Interest or portion of an Interest without the written consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion). Any Transfer or pledge or other grant of any security interest not made in accordance with this Section 4.4(a) shall be void. (b) The Board may not consent to a Transfer unless: (i) (x) Unless the Company Fund consults with legal counsel to the Company Fund and counsel confirms that the Transfer will not cause the Company Fund to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject corporation, the Managing Member generally will not consent to any other adverse tax or regulatory treatment and (y) a Transfer unless the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on effective as of a Valuation Repurchase Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g.for example, certain Transfers to affiliatesAffiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s 's immediate family (siblings, spouse, parents and children), ) or (C) a distribution from a qualified retirement plan or an individual retirement account; and. (iic) (x) The Managing Member may not consent to a Transfer unless the person Person to whom the or which an Interest or portion of an Interest is Transferred (or each of the person’s beneficial Person's equity owners if such a person the Person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person Person whom or which the Board Managing Member believes is an "accredited investor" as defined in Regulation D under the 1933 Act, and meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor provision of any successor rule thereto and (y) of those rules, or is otherwise exempt from the entire requirements of those rules. In the event that other investor eligibility requirements are established by the Fund, the Person to whom or which an Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a or portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a MemberTransferred must satisfy these other requirements. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole and absolute discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the such Interest is Transferred (or each of the such person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and thereto; (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, transferee; and (iii) after the Transfer of a portion of an InterestTransfer, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) Transferee is each not less than $50,000 or such lesser amount as the applicable minimum investment requirement established by the Board may determine in its sole discretion. (c) of Managers. Any transferee that which acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Directors (which may be withheld in its sole discretion). (b) The ; PROVIDED, HOWEVER, that the Board of Directors may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g.E.G., certain Transfers to affiliates, gifts and contributions to family entities), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) relating to a distribution from a qualified retirement plan or an individual retirement account, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (b) The Board of Directors may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the Person to whom such Interest is transferred is a Person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; and (ii) (x) the person Person to whom the such Interest is Transferred transferred (or each of the person’s such Person's beneficial owners if such a person Person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person Person whom the Board Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and all then applicable qualification requirements to invest in the Company as established by the Board of Directors; and (yiii) the entire Interest of the Member is Transferred transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and acquired, to Transfer such Interest in accordance with the terms of this AgreementAgreement and to tender the Interest for repurchase by the Company, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Directors, the Board of Directors shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the Directors, the ManagerManagement Services Provider, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons Persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member (if applicable) or (ii) under certain limited circumstances circumstances, with the written consent of the Board of Managers (which may be withheld in its sole discretion). (bdiscretion and is expected to be granted, if at all, only under extenuating circumstances) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal following confirmation by counsel to the Company and counsel confirms that the Transfer transfer will not cause the Company to be treated as a “"publicly traded partnership” " taxable as a corporation corporation. (b) The Board of Managers may refuse to a Transfer of an Interest or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are meta portion thereof of a Member unless: (i) the Transferring Member has been person to whom such Interest is Transferred is a Member for at least six (6) monthsperson whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the such Interest is Transferred (or each of the person’s beneficial owners or, if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act, an investment company registered under the 1940 Act or a business development company as defined by Section 202(a)(22) of the Advisers Act, each of such person's beneficial owners) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of is a "qualified client," as defined by Rule 205-3 under and all then applicable qualification requirements to invest in the Advisers Act or any successor rule thereto and Company as established by the Board of Managers; (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or the then required minimum initial investment in the Company; [(iv) the transferring Member has been a Member for at least six months;] (v) the proposed Transfer is to be made on the effective date of an offer by the Company to repurchase Interests; and (vi) such lesser amount transfer will not, based upon advice from counsel to the Company, cause the Company to be treated as the Board may determine in its sole discretion. (c) a publicly traded partnership taxable as a corporation. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall agrees to indemnify and hold harmless the Company, the DirectorsManagers, the ManagerManagement Services Provider, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; PROVIDED, HOWEVER, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g.E.G., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and all then applicable qualification requirements to invest in the Company as established by the Board of Managers; and (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerManagement Services Provider, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company Portfolio consults with legal counsel to the Company Portfolio and counsel confirms that the Transfer will not cause the Company Portfolio to be treated as a “"publicly traded partnership” " taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Repurchase Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s 's immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; (ii) the person to whom the Interest is Transferred is a person whom the Board believes is an "accredited investor," as that term is defined in Regulation D under the Securities Act of 1933 or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Portfolio as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Portfolio in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Portfolio as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the CompanyPortfolio, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and all then applicable qualification requirements to invest in the Company as established by the Board of Managers; and (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerManagement Services Provider, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An To the fullest extent permitted by law, an Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Directors (which may be withheld in its sole discretion). (b) The ; provided, however, that the Board of Directors may not consent to any Transfer other than a Transfer unless: (i) (x) in which the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring transferring Member has been a Member for at least six (6) months; (ii) , in which the proposed Transfer transfer is to be made on a Valuation Date; the effective date of an offer by the Company to repurchase Interests or portions of Interests, and (iiii) the Transfer is (Aa) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), and (Bb) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Cii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Directors may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto Act; and (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 25,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Directors, the Board of Directors shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the Directors, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest or portion of an Interest held by a Member may be transferred Transferred only (i1) by operation of law pursuant to as a result of (i) the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of such the Member or (ii) under certain limited circumstances the enforcement of any pledge or other security interest with respect to the Interest; or (2) with the written consent of the Board (Fund, which may be withheld in its the Fund’s sole discretion and is expected to be granted, if at all, only under limited circumstances. No Member may grant a pledge or other security interest on an Interest or portion of an Interest without the written consent of the Fund, which consent may be withheld in the Fund’s sole discretion). Any Transfer or pledge or other grant of any security interest not made in accordance with this Section 4.4(a) shall be void. (b) The Board may not consent to a Transfer unless: (i) (x) Unless the Company Fund consults with legal counsel to the Company Fund and counsel confirms that the Transfer will not cause the Company Fund to be treated as a “publicly traded partnership” taxable as a corporation or be subject corporation, the Fund generally will not consent to any other adverse tax or regulatory treatment and (y) a Transfer unless the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on effective as of a Valuation Repurchase Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g.for example, certain Transfers to affiliatesAffiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), ) or (C) a distribution from a qualified retirement plan or an individual retirement account; and. (iic) (x) The Fund may not consent to a Transfer unless the person Person to whom the or which an Interest or portion of an Interest is Transferred (or each of the personPerson’s beneficial equity owners if such a person the Person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person Person whom or that the Board Fund believes is an “accredited investor” as defined in Regulation D under the 1933 Act. In the event that other investor eligibility requirements are established by the Fund, the Person to whom or which an Interest or portion of an Interest is Transferred must satisfy these other requirements. (d) Notice to the Fund of any proposed Transfer of an Interest or portion of an Interest must include evidence satisfactory to the Fund that the proposed Transfer is exempt from registration under the 1933 Act and that the proposed transferee meets any requirements imposed by the Fund or applicable law with respect to investor eligibility and suitability, including the requirements of paragraph (d)(1set out in Section 4.4(c) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the entire this Agreement. Notice of a proposed Transfer of an Interest must also be accompanied by a properly completed subscription agreement in respect of the Member is Transferred proposed transferee. The Fund generally will not consent to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest by a Member unless the Transfer is to a single transferee and, after the Transfer of such portion of the Member’s Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 50,000. A Member Transferring an Interest or portion of an Interest may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with the Transfer. In connection with any request to Transfer an Interest or portion of an Interest, the Fund may require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Fund as to such lesser amount matters as the Board Fund may determine in its sole discretionreasonably request. (ce) Any transferee that acquires acquiring an Interest or portion of an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudicated incompetence or dissolution or incompetency of a Member, shall the enforcement of any pledge or other security interest with respect to the Interest, or otherwise, will be entitled to the allocations and distributions allocable to the Interest so acquired and acquired, to Transfer such the Interest or portion of the Interest in accordance with the terms of this AgreementAgreement and to tender the Interest or portion of the Interest for repurchase by the Fund, but shall will not be entitled to the other rights of a Member unless and until such the transferee becomes a substituted Membermember as specified in this Agreement. Once No Person may become a substituted member without the written consent of the Fund, which consent may be withheld for any reason in its sole discretion. (f) If a Member obtains Transfers an Interest or portion of an Interest with the approval of the Board and satisfies the other requirements to transfer its InterestsFund, the Board shall Fund will promptly take all necessary actions so that the each transferee or successor to whom such the Interest or portion of the Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member member will be effective upon the execution and delivery by, or on behalf of, the substituted Member transferee of a counterpart of this Agreement or an any other instrument that constitutes evidencing the execution and delivery transferee’s agreement to be bound by the terms of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Fund as a substituted Member member in accordance with this Section 4.54.4(f). (fg) Each In subscribing for an Interest or becoming a substituted member, a Member shall agrees to indemnify and hold harmless the CompanyManaging Member, the Investment Manager, and any of their respective employees and Affiliates, the Fund, the Board of Directors, the Manager, and each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons those Persons may become subject by reason of, of or arising from, (i) from any Transfer made by such that Member in violation of this Section 4.5 and (ii) these provisions or any misrepresentation made by such that Member or a substituted member in connection with any such Transfer. (h) The Fund shall maintain books for the purpose of registering Transfers of Interests. The Fund shall not register a Transfer of an Interest or portion of an Interest unless the transferee has executed a counterpart of this Agreement or another instrument evidencing the transferee’s agreement to be bound by the terms of this Agreement.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company Portfolio consults with legal counsel to the Company Portfolio and counsel confirms that the Transfer will not cause the Company Portfolio to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Repurchase Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; (ii) the person to whom the Interest is Transferred is a person whom the Board believes is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933 or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion.discretion and (z) the person to whom the Interest is Transferred is one of the following: (A) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Code by reason of qualification under Section 401 of the Code; (B) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (C) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (D) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (E) an individual retirement account (“XXX”) (including a regular XXX, spousal XXX for non-working spouse, Xxxx XXX and rollover XXX); or (F) a state college or university; and (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Portfolio as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company Portfolio in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Portfolio as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the CompanyPortfolio, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company Master Portfolio consults with legal counsel to the Company Master Portfolio and counsel confirms that the Transfer will not cause the Company Master Portfolio to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Repurchase Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; (ii) the person to whom the Interest is Transferred is a person whom the Board believes is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933 or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Master Portfolio as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company Master Portfolio in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Master Portfolio as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the CompanyMaster Portfolio, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole and absolute discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Fund and counsel to the Fund confirms that such Transfer will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom such Interest is transferred is a person whom the Fund believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and all then applicable qualification requirements to invest in the Fund as established by the Board of Managers; (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount the then applicable minimum investment requirement imposed by the Fund, as may be determined by the Board may determine in its sole discretion. (c) of Managers from time to time. Any transferee that which acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and acquired, to Transfer such Interest in accordance with the terms of this AgreementAgreement and to tender the Interest for repurchase by the Fund, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board Fund (which may be withheld in its sole discretion). (b) The Board ; provided, however, that the Fund may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s member's immediate family (siblingsparents, spousebrothers, parents sisters, spouse and children), or (Ciii) as a distribution from a qualified retirement plan or an individual retirement account; and, or (iv) a Transfer to which the Fund may consent pursuant to the following sentence. The Fund may consent to other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Fund, which may be withheld in its sole discretion. Any Transfer not made in accordance with this Section 3.4 shall be void. (iib) The Fund may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the Interest is Transferred transferred (or each of the person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto thereto; and (yii) the entire Interest of the Member is Transferred transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 10,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency adjudication of incompetence of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its InterestsFund, the Board Fund shall promptly take all necessary actions so that the transferee to whom which such Interest is transferred is admitted to the Company Fund as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the CompanyFund, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 3.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole and absolute discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes of Managers believe meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and thereto; (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, transferee; and (iii) after the Transfer of a portion of an InterestTransfer, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) Transferee is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 150,000. Any transferee that which acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board of Managers (which may be withheld in its sole and absolute discretion). (b) The ; provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member transferor (e.g., certain Transfers to affiliates, gifts and contributions to family entitiespartnerships), (Bii) to members of the Transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents and children), or (Ciii) a distribution from a qualified retirement plan or an individual retirement account; and, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation. (iib) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (xi) the person to whom the such Interest is Transferred (or each of the such person’s 's beneficial owners if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes of Managers believe meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and thereto; (yii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, transferee; and (iii) after the Transfer of a portion of an InterestTransfer, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) Transferee is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) 150,000. Any transferee that which acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member.a (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall indemnify and hold harmless the Company, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Manager, pursuant to authority delegated by Board to the Manager for such purpose (which consent may be withheld in its the Manager’s sole discretion). (b) The Board Manager may not consent to a Transfer unless: (i) (x) the Company Manager consults with legal counsel to the Company Master Portfolio and counsel confirms that the Transfer will not cause the Company Master Portfolio to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Dateeffective as of the first day of any month in which subscriptions for Interests in the Portfolio are otherwise permitted; and (iiiii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and /or contributions to family members, family trusts, other interfamily transactions or gifts and/or contributions to qualifying organization or entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Manager believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; (ii) the person to whom the Interest is Transferred is a person whom the Manager believes is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933 or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board Manager may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, insolvency or dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board Manager and satisfies the other requirements to transfer its Interests, the Board Manager shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company Master Portfolio as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the BoardManager, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company Master Portfolio in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company Master Portfolio as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the CompanyMaster Portfolio, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion). (b) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion. (c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. .Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, or arising from, (i) any Transfer made by such Member in violation of this Section 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Transfer of Interests of Members. (a) An Interest of a Member may be transferred Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of such Member (if applicable) or (ii) under certain limited circumstances circumstances, with the written consent of the Board of Managers (which may be withheld in its sole discretion). (bdiscretion and is expected to be granted, if at all, only under extenuating circumstances) The Board may not consent to a Transfer unless: (i) (x) the Company consults with legal following confirmation by counsel to the Company and counsel confirms that the Transfer transfer will not cause the Company to be treated as a “"publicly traded partnership” " taxable as a corporation corporation. (b) The Board of Managers may refuse to a Transfer of an Interest or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are meta portion thereof of a Member unless: (i) the Transferring Member has been person to whom such Interest is Transferred is a Member for at least six (6) monthsperson whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and (ii) (x) the person to whom the such Interest is Transferred (or each of the person’s beneficial owners or, if such a person is a “"private investment company” " as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act, an investment company registered under the 1940 Act or a business development company as defined by Section 202(a)(22) of the Advisers Act, each of such person's beneficial owners) is a person whom the Board Company believes meets the requirements of paragraph (d)(1) of is a "qualified client," as defined by Rule 205-3 under and all then applicable qualification requirements to invest in the Advisers Act or any successor rule thereto and Company as established by the Board of Managers; (yiii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or the then required minimum initial investment in the Company; [(iv) the transferring Member has been a Member for at least six months;] (v) the proposed Transfer is to be made on the effective date of an offer by the Company to repurchase Interests; and (vi) such lesser amount transfer will not, based upon advice from counsel to the Company, cause the Company to be treated as the Board may determine in its sole discretion. (c) a publicly traded partnership taxable as a corporation. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, insolvency or dissolution or incompetency of a MemberMember or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Once If a Member obtains transfers an Interest with the approval of the Board and satisfies the other requirements to transfer its Interestsof Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. (d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void. (e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agrees agree to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5. (fc) Each Member shall agrees to indemnify and hold harmless the Company, the DirectorsManagers, the ManagerAdviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of, of or arising from, from (i) any Transfer made by such Member in violation of this Section 4.5 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.