Common use of VALUATION OF ASSETS Clause in Contracts

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Portfolio Funds at their "fair value," as determined in good faith by the BoardBoard of Managers, which value ordinarily will be the value of an interest in an Investment a Portfolio Fund determined by the Investment Portfolio Manager of the Investment Portfolio Fund in accordance with the policies established by the Investment Portfolio Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the BoardBoard of Managers, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Portfolio Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which that conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 6.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation policies and procedures (the "Valuation Procedures") as shall be established or amended from time to time by the Board of Directors and which conform to the requirements of the 1940 Act. Act and which are appended hereto as Exhibit A. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be Board of Directors pursuant to the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interestValuation Procedures. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Investment Funds) as of the close of business on the last day of each Fiscal Period or more frequently, in the discretion of the Board, in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements Board. Assets of the 1940 ActFund invested in Investment Funds shall be valued at fair value in accordance with procedures adopted by the Board. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's ’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 7.2 shall be conclusive and binding on all of the Members Shareholders and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day Business Day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, or any similar intangible assets of the Fund not normally reflected in the Fund's ’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "“fair value," ” as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day Business Day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act, such that Securities and other assets owned by the Fund will be valued at market value, if market quotations are readily available, or will be valued at fair value, as described below in 7.3(b). In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, or any similar intangible assets of the Fund not normally reflected in the Fund's ’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "“fair value," ” as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating indicatingin the Board’s determination and discretion that indicates that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund Company as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundCompany, no value shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data, data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Company will value interests in Investment Funds at their "fair value," as determined in good faith by the BoardBoard of Managers, which value will ordinarily will be the value of an interest in an Investment Fund as determined by the Investment Manager investment manager or general partner of the such Investment Fund in accordance with the policies established by the of such Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Company and the Net Asset Value net worth of the Fund Company as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period (and on any such additional day or days as the Directors in their discretion may determine) in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Portfolio Funds at their "fair value," as determined in good faith by the BoardBoard of Directors, which value ordinarily will be the value of an interest in an Investment a Portfolio Fund determined by the Investment Portfolio Manager of the Investment Portfolio Fund in accordance with the policies established by the Investment Portfolio Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 8.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period or more frequently, in the discretion of the Board, in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, the unamortized portion of any organizational expenses and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.them. ________________________________________

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund Portfolio Company as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundPortfolio Company, no value shall be placed on the goodwill or name of the FundPortfolio Company, or the office records, files, statistical data, or any similar intangible assets of the Fund Portfolio Company not normally reflected in the FundPortfolio Company's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Portfolio Company will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Portfolio Company and the Net Asset Value net worth of the Fund Portfolio Company as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 ActAct or the staff of the Securities and Exchange Commission, the Board shall value or have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Investment Funds) as of the close of business on each business day and at such other times as the last day Board may determine, including in connection with repurchases of each Fiscal Period Units, in accordance with such valuation the procedures approved by the Board or as shall may be established determined from time to time in accordance with policies established by the Board. The Board and which conform may suspend the calculation of the Fund’s net asset value from time to time to the requirements extent permissible under applicable law and in accordance with policies established by the Board. Assets of the 1940 ActFund invested in Investment Funds shall be valued at fair value in accordance with procedures adopted by the Board. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's ’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 7.2 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which that conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Portfolio Funds at their "fair value," ", as determined in good faith by the BoardBoard of Managers, which value ordinarily will be the value of an interest in an Investment a Portfolio Fund determined by the Investment Portfolio Manager of the Investment Portfolio Fund in accordance with the policies established by the Investment Portfolio Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members Investors and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds the Swap at their its "fair value," as determined in good faith by the Board, which value ordinarily will be based upon the value of an interest in an Investment the Swap as provided to the Fund determined by the Investment Manager Counterparty which will, in turn, base its valuation upon the then current value of the Investment Fund in accordance with the policies established by the Investment FundIP 220 Benchmark, absent information indicating that such value does not represent the fair value of the interestSwap. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Master Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Master Fund, no value shall be placed on the goodwill or name of the Master Fund, or the office records, files, statistical data, data or any similar intangible assets of the Master Fund not normally reflected in the Master Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Master Fund will value interests Interests in Investment Funds the Master Fund at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager board of managers of the Investment Master Fund in accordance with the policies established by the Investment Master Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Master Fund and the Net Asset Value net worth of the Master Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.them. ----------

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of the Fund Company as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundCompany, no value shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data, data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Company will value interests in Investment Funds not managed by the Direct Allocation Underlying Managers at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund respective Underlying Managers in accordance with the policies established by the relevant Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Company and the Net Asset Value net worth of the Fund Company as a whole and by Class determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.this

VALUATION OF ASSETS. (a) Except as may otherwise be required by the 1940 Act, the Board shall value or have valued any Securities or and other assets and liabilities of the Fund Partnership shall be valued as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board Individual General Partners and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundPartnership, no value shall be placed on the goodwill or name of the FundPartnership, or the office records, files, statistical data, data or any similar intangible assets of the Fund Partnership not normally reflected in the FundPartnership's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, liabilities fixed or contingent, the unamortized portion of any organizational expenses and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Partnership and the Net Asset Value net worth of the Fund Partnership as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members Partners and all parties claiming through or under them in the absence of manifest error.them. -----------------------------

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's ’s accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Portfolio Funds at their "“fair value," ” as determined in good faith by the BoardBoard of Managers, which value ordinarily will be the value of an interest in an Investment a Portfolio Fund determined by the Investment Portfolio Manager of the Investment Portfolio Fund in accordance with the policies established by the Investment Portfolio Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund Company as of the close of business on the last day of each Fiscal Period (and on any such additional day or days as the Board of Managers in its discretion may determine) in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundCompany, no value shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data, data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Company will value interests in Investment Funds not managed by the Subadvisors at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the their Investment Manager of the Investment Fund Managers in accordance with the policies established by the relevant Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Company and the Net Asset Value net worth of the Fund Company as a whole determined pursuant to this Section 7.3 8.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund Company as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundCompany, no value shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data, data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Company will value interests in Investment Funds not managed by the Subadvisers at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the their Investment Manager of the Investment Fund Managers in accordance with the policies established by the relevant Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Company and the Net Asset Value net worth of the Fund Company as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.them. -33- 38 ---------------------------

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund TEI as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundTEI, no value shall be placed on the goodwill or name of the FundTEI, or the office records, files, statistical data, or any similar intangible assets of the Fund TEI not normally reflected in the FundTEI's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund TEI will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund TEI and the Net Asset Value net worth of the Fund TEI as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund Lexington as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. In determining the value of the assets of the FundLexington, no value shall be placed on the goodwill or name of the FundLexington, or the office records, files, statistical data, or any similar intangible assets of the Fund Lexington not normally reflected in the FundLexington's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund Lexington will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund Lexington and the Net Asset Value net worth of the Fund Lexington as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board shall value or have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Investment Funds) as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board and which conform to the requirements of the 1940 Act. Assets of the Fund that are invested in Investment Funds managed by the Subadvisers shall be valued in accordance with the terms and conditions of the respective agreements of the Investment Funds. Assets of the Fund invested in Investment Funds not managed by the Subadvisers shall be valued at fair value, which ordinarily will be the value determined by their Investment Managers in accordance with the policies established by the relevant Investment Fund. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data, data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date. (b) The Fund will value interests in Investment Funds at their "fair value," as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest. (c) The value of Securities and other assets of the Fund and the Net Asset Value net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest errorthem.