Common use of VALUATION OF ASSETS Clause in Contracts

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will value or cause to have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Allocation Period in accordance with valuation procedures established from time to time by the Board of Directors and as described in the Memorandum. In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported to the Fund by each Investment Fund in accordance with the Investment Fund's valuation policies. (b) In determining the value of the assets of the Fund, no value will 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. 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 under agreements entered into prior to the valuation date will, however, be taken into account in determining the value of the Fund's assets. (c) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund and the net asset value of the Fund as a whole determined in accordance with this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will Managers shall value or cause to 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 Allocation Fiscal Period (and on any such additional day or days as the Managers in their discretion may determine) in accordance with such valuation procedures as shall be established from time to time by the Board of Directors Managers and as described in the Memorandum. In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported which conform to the Fund by each Investment Fund in accordance with requirements of the Investment Fund's valuation policies. (b) 1940 Act. In determining the value of the assets of the FundCompany, no value will shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records. Any , 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, 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 under pursuant to agreements entered into prior to such valuation date. (b) The Company will value interests in the valuation date willPortfolio Funds at fair value, however, which ordinarily will be taken into account in determining the value determined by the Board of Managers in accordance with the Fund's assetspolicies established by the Company. (c) Subject Notwithstanding the previous sub-paragraph, in a situation where a Portfolio Manager allocates a Portfolio Fund's assets to special investment accounts or side pockets, the provisions current fair value of the 1940 ActMaster Fund's interest in that Portfolio Fund may not be accurately reflected in the Master Fund's and, thus, the Company's net asset value. This is because the Portfolio Manager's most recent computation of the fair value of the special investment account or side pocket may have last occurred a significant amount of time (I.E., as much as eleven months or longer) before the current monthly computation of the Company's and the Master Fund's net asset value. As a result, for any given month, the stated net asset value of the Master Fund and, thus, the Company may, under certain circumstances, be higher or lower than the value that would otherwise have been utilized had the Portfolio Manager determined and reported the fair value of any side pocket as of the end of the most recent calendar month. (d) The value of Securities and other assets of the Fund Company and the net asset value worth of the Fund Company as a whole determined in accordance with pursuant to this Section 7.3 will 8.3 shall be conclusive and binding on all of the Partners Members and all Persons parties claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.---------------------------

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will shall value or cause to have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Portfolio Funds) as of the close of business on the last day of each Allocation Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and as described which conform to the requirements of the 1940 Act. Assets of the Fund that are invested in the Memorandum. In Portfolio Funds managed by Sub-Advisors shall be valued in accordance with these procedures, the terms and conditions of the respective agreements of the Portfolio Funds. Assets of the Fund will value its investments invested in Investment Portfolio Funds not managed by Sub-Advisors shall be valued at fair value and the fair value as of each month-end value, which ordinarily will be the net redemption value most recently determined and reported to the Fund by each Investment Fund their Portfolio Managers in accordance with the Investment policies established by the relevant Portfolio Fund's valuation policies. (b) . In determining the value of the assets of the Fund, no value will 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. Any , 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 under pursuant to agreements entered into prior to such valuation date. (b) The net asset value of each Unit as of any date shall equal the valuation date will, however, be taken into account in determining the net asset value of the Fund's assets, determined as provided in Section 7.3(a), divided by the number of outstanding Units on such date. (c) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund and the net asset value of the Fund as a whole and the Units determined in accordance with pursuant to this Section 7.3 will shall be conclusive and binding on all of the Partners Members and all Persons parties claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will value or cause to have valued any Securities or other assets and liabilities of the Fund Partnership as of the close of business on the last day of each Allocation Fiscal Period and at such other times as the Directors may determine, in their discretion, in accordance with valuation procedures as established from time to time by the Board Directors. Assets of Directors and as described the Partnership that are invested in the Memorandum. In an Investment Fund managed by a Subadviser will be valued in accordance with these procedures, the terms and conditions of the agreement or other document governing the operation of the Investment Fund. Assets of the Partnership invested in an Investment Fund not managed by a Subadviser will value its investments in Investment Funds be valued at fair value and the fair value as of each month-end value, which ordinarily will be the net redemption value most recently determined and reported to by the Fund by each Investment Fund Fund’s Investment Manager in accordance with the policies established by the Investment Fund's valuation policies. (b) Manager. In determining the value of the assets of the FundPartnership, no value will be placed on the goodwill or name of the Fundsuch Partnership, or the office records, files, statistical data or any similar intangible assets of the Fund such Partnership not normally reflected in the Fund's such Partnership’s accounting records. 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 under pursuant to agreements entered into prior to the valuation date will, however, be taken into account in determining the value of the Fund's Partnership’s assets. (cb) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund Partnership and the net asset value of the Fund Partnership as a whole determined in accordance with pursuant to this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will General Partner shall value or cause to have valued any Securities or other assets and liabilities of the Fund (other than assets invested in Portfolio Funds) as of the close of business on the last day of each Allocation Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and as described which conform to the requirements of the 1940 Act. Assets of the Fund that are invested in the Memorandum. In Portfolio Funds managed by Sub-Advisers shall be valued in accordance with these procedures, the terms and conditions of the respective agreements of the Portfolio Funds. Assets of the Fund will value its investments invested in Investment Portfolio Funds not managed by Sub-Advisers shall be valued at fair value and the fair value as of each month-end value, which ordinarily will be the net redemption value most recently determined and reported to the Fund by each Investment Fund their Portfolio Managers in accordance with the Investment policies established by the relevant Portfolio Fund's valuation policies. (b) . In determining the value of the assets of the Fund, no value will 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. Any , 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 under pursuant to agreements entered into prior to such valuation date. (b) The net asset value of each Unit as of any date shall equal the valuation date will, however, be taken into account in determining the net asset value of the Fund's assets, determined as provided in Section 7.3(a), divided by the number of outstanding Units on such date. (c) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund and the net asset value of the Fund as a whole and the Units determined in accordance with pursuant to this Section 7.3 will shall be conclusive and binding on all of the Partners and all Persons parties claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will The Manager shall value or cause to have valued any Securities or other assets and liabilities the Investments of the Fund Company as of the close of business on the last day of each Allocation Period Fiscal Period. In addition, the Manager shall value Investments which are being distributed in kind as of their date of distribution in accordance with valuation procedures established from time to time by the Board of Directors and as described in the MemorandumSection 5.4(e) or 6.2(b). In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported to the Fund by each Investment Fund in accordance with the Investment Fund's valuation policies. (b) In determining the value of the assets of the FundCompany, no value will shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records. Any , but there shall be taken into consideration any related 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 under Investments pursuant to agreements entered into on or prior to such valuation date. Valuation of Investments made pursuant to this Section 7.2 shall be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities are valued at the last reported sales price on the principal securities exchange or market on which such securities are traded. In the absence of reported sales prices on the valuation date, and in the case of non-listed securities, whether held long or sold short, portfolio positions generally are valued at the mean between the last reported bid and offer quotations. The value of assets is recorded at their fair value, as determined in good faith by the Manager, in the absence of current quotations or if the Manager concludes that such quotations are not indicative of fair value by reason of illiquidity of a particular asset or other factors. Independent appraisals generally will not be obtained in these situations. Securities or other assets that are not readily marketable generally are valued in good faith by the Manager. (ii) The value of unrealized gain or loss on open futures contracts shall be recorded as the difference between the contract price on the trade date and the closing price reported as of the valuation date willon the primary exchange on which such contracts are traded. (iii) The value of any option listed or traded on any recognized foreign or U.S. exchange shall be the settle price published by the principal exchange upon which it is traded as of the valuation date. If the recognized foreign or US exchange does not publish a settle price, however, be taken into account in determining the value of any options shall be the Fund's assetslast reported sale price on the relevant valuation date on the principal exchange on which such option is traded. If no such sale of such option was reported on that date, the market value shall be the average of the last reported bid and asked price. The market value of any over-the-counter option for which representative broker’s quotations are available shall be determined in like manner by reference to the last reported sale price, or, if none is available, to the average of the last reported bid and asked quotation. Provisions for the sale of such options written by the Company shall be included in the assets of the Company, and the market value of such options shall be included as a liability. (iv) Interests held by the Company in the Feeder Funds, and indirectly in the Master Funds, will be valued in the same manner as provided in this Section 7.2(a). (b) The fair value of any assets not referred to in Section 7.2(a) (or the valuation of any assets referred to therein in the event that the Manager shall determine that there is no active market or that another method of valuation is advisable in the circumstances) shall be determined by or pursuant to the direction of the Manager. (c) Subject Appropriate reserves may be accrued for contingent liabilities in such amounts (subject to increase or reduction) and at such times as the provisions Manager in its sole discretion deems necessary or appropriate. (d) Except as otherwise determined by or at the direction of the 1940 ActManager: (i) investment and trading transactions shall be accounted for on the trade date; and (ii) for purposes of determining gain or loss on investment, cost of investments sold shall be determined on the first-in, first-out basis. Accounts shall be maintained in U.S. dollars, and except as otherwise determined by or at the direction of the Manager: (A) assets and liabilities denominated in currencies other than U.S. dollars shall be translated at the rates of exchange in effect at the close of the Fiscal Period (and exchange adjustments shall be recorded in the results of operations); and (B) investment and trading transactions and income and expenses shall be translated at the rates of exchange in effect at the time of each transaction. (e) The Net Asset Value Per Unit of each Class as of any date shall equal the Net Asset Value of the Company, determined as provided in this Section 7.2, attributable to such Class divided by the number of outstanding Units of such Class on such date. (f) The value of Securities and other assets each Investment of the Fund Company and the net asset value Net Asset Value of the Fund Company as a whole and of each Class of Units determined in accordance with pursuant to this Section 7.3 will 7.2 shall be conclusive and binding on all of the Partners Members and all Persons parties claiming through or under them. (d) Each Member acknowledges that, although them absent bad faith or manifest error on the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none part of the Investment Manager, Managing Member or Board of Directors will and may not in any event be able to confirm independently disputed after the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators completion of the Investment Funds, upon which next audit of the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to financial statements of the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrectCompany.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will The Manager shall value or cause to have valued any Securities or other assets and liabilities the Investments of the Fund Company as of the close of business on the last day of each Allocation Period Fiscal Period. In addition, the Manager shall value Investments which are being distributed in kind as of their date of distribution in accordance with valuation procedures established from time to time by the Board of Directors and as described in the MemorandumSection 5.4(e) or 6.2(b). In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported to the Fund by each Investment Fund in accordance with the Investment Fund's valuation policies. (b) In determining the value of the assets of the FundCompany, no value will shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records. Any , but there shall be taken into consideration any related 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 under Investments pursuant to agreements entered into on or prior to such valuation date. Valuation of Investments made pursuant to this Section 7.2 shall be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities are valued at the last reported sales price on the principal securities exchange or market on which such securities are traded. In the absence of reported sales prices on the valuation date, and in the case of non-listed securities, whether held long or sold short, portfolio positions generally are valued at the mean between the last reported bid and offer quotations. The value of assets is recorded at their fair value, as determined in good faith by the Manager, in the absence of current quotations or if the Manager concludes that such quotations are not indicative of fair value by reason of illiquidity of a particular asset or other factors. Independent appraisals generally will not be obtained in these situations. Securities or other assets that are not readily marketable generally are valued in good faith by the Manager. (ii) The value of unrealized gain or loss on open futures contracts shall be recorded as the difference between the contract price on the trade date and the closing price reported as of the valuation date willon the primary exchange on which such contracts are traded. (iii) The value of any option listed or traded on any recognized foreign or U.S. exchange shall be the settle price published by the principal exchange upon which it is traded as of the valuation date. If the recognized foreign or US exchange does not publish a settle price, however, be taken into account in determining the value of any options listed or traded on any recognized foreign or U.S. securities exchange shall be the Fund's assetslast reported sale price on the relevant valuation date on the principal exchange on which such option is traded. If no such sale of such option was reported on that date, the market value shall be the average of the last reported bid and asked price. The market value of any over-the-counter option for which representative broker’s quotations are available shall be determined in like manner by reference to the last reported sale price, or, if none is available, to the average of the last reported bid and asked quotation. Provisions for the sale of such options written by the Company shall be included in the assets of the Company, and the market value of such options shall be included as a liability. (iv) Interests held by the Company in the Offshore Feeder, and indirectly in the Feeder Funds and the Master Funds, will be valued in the same manner as provided in this Section 7.2(a). (b) The fair value of any assets not referred to in Section 7.2(a) (or the valuation of any assets referred to therein in the event that the Manager shall determine that there is no active market or that another method of valuation is advisable in the circumstances) shall be determined by or pursuant to the direction of the Manager. (c) Subject Appropriate reserves may be accrued for contingent liabilities in such amounts (subject to increase or reduction) and at such times as the provisions Manager in its sole discretion deems necessary or appropriate. (d) Except as otherwise determined by or at the direction of the 1940 ActManager: (i) investment and trading transactions shall be accounted for on the trade date; and (ii) for purposes of determining gain or loss on investment, cost of investments sold shall be determined on the first-in, first-out basis. Accounts shall be maintained in U.S. dollars, and except as otherwise determined by or at the direction of the Manager: (A) assets and liabilities denominated in currencies other than U.S. dollars shall be translated at the rates of exchange in effect at the close of the Fiscal Period (and exchange adjustments shall be recorded in the results of operations); and (B) investment and trading transactions and income and expenses shall be translated at the rates of exchange in effect at the time of each transaction. (e) The Net Asset Value Per Unit of each Class as of any date shall equal the Net Asset Value of the Company, determined as provided in this Section 7.2, attributable to such Class divided by the number of outstanding Units of such Class on such date. (f) The value of Securities and other assets each Investment of the Fund Company and the net asset value Net Asset Value of the Fund Company as a whole and of each Class of Units determined in accordance with pursuant to this Section 7.3 will 7.2 shall be conclusive and binding on all of the Partners Members and all Persons parties claiming through or under them. (d) Each Member acknowledges that, although them absent bad faith or manifest error on the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none part of the Investment Manager, Managing Member or Board of Directors will and may not in any event be able to confirm independently disputed after the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators completion of the Investment Funds, upon which next audit of the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to financial statements of the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrectCompany.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will The Manager shall value or cause to have valued any Securities or other assets and liabilities the Investments of the Fund Company as of the close of business on the last day of each Allocation Period Fiscal Period. In addition, the Manager shall value Investments which are being distributed in kind as of their date of distribution in accordance with valuation procedures established from time to time by the Board of Directors and as described in the MemorandumSection 5.4(e) or 6.2(b). In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported to the Fund by each Investment Fund in accordance with the Investment Fund's valuation policies. (b) In determining the value of the assets of the FundCompany, no value will shall be placed on the goodwill or name of the FundCompany, or the office records, files, statistical data or any similar intangible assets of the Fund Company not normally reflected in the FundCompany's accounting records. Any , but there shall be taken into consideration any related 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 under Investments pursuant to agreements entered into on or prior to such valuation date. Valuation of Investments made pursuant to this Section 7.2 shall be based on all relevant factors and is expected to comply generally with the following guidelines: (i) Securities are valued at the last reported sales price on the principal securities exchange or market on which such securities are traded. In the absence of reported sales prices on the valuation date, and in the case of non-listed securities, whether held long or sold short, portfolio positions generally are valued at the mean between the last reported bid and offer quotations. The value of assets is recorded at their fair value, as determined in good faith by the Manager, in the absence of current quotations or if the Manager concludes that such quotations are not indicative of fair value by reason of illiquidity of a particular asset or other factors. Independent appraisals generally will not be obtained in these situations. Securities or other assets that are not readily marketable generally are valued in good faith by the Manager. (ii) The value of unrealized gain or loss on open futures contracts shall be recorded as the difference between the contract price on the trade date and the closing price reported as of the valuation date will, however, be taken into account in determining on the value of the Fund's assetsprimary exchange on which such contracts are traded. (ciii) Subject to The value of any option listed or traded on any recognized foreign or U.S. exchange shall be the provisions of settle price published by the 1940 Actprincipal exchange upon which it is traded on the relevant Valuation Day. If the recognized foreign or US exchange does not publish a settle price, the value of Securities any options listed or traded on any recognized foreign or U.S. securities exchange shall be the last reported sale price on the relevant valuation date on the principal exchange on which such option is traded. If no such sale of such option was reported on that date, the market value shall be the average of the last reported bid and other asked price. The market value of any over-the-counter option for which representative broker’s quotations are available shall be determined in like manner by reference to the last reported sale price, or, if none is available, to the average of the last reported bid and asked quotation. Provisions for the sale of such options written by the Company shall be included in the assets of the Fund Company, and the net asset market value of the Fund such options shall be included as a whole determined in accordance with this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under themliability. (div) Each Member acknowledges that, although the procedures approved Interests held by the Board of Directors provide that Company in the Investment Manager will review Offshore Feeder, and indirectly in the valuations provided by Feeder Funds and the Portfolio Managers or administrators to the Investment Master Funds, none of the Investment Manager, Managing Member or Board of Directors will be able valued in the same manner as provided in this Section 7.2(a). (b) The fair value of any assets not referred to confirm independently the accuracy of valuations provided by such Portfolio Managers in Section 7.2(a) (or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on any assets referred to therein in the Fund's net assets if event that the Board Manager shall determine that there is no active market or that another method of Directors' valuation is advisable in the circumstances) shall be determined by or pursuant to the Investment direction of the Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will value or cause to have valued any Securities or other assets and liabilities of the Fund Partnership as of the close of business on the last day of each Allocation Fiscal Period and at such other times as the Directors may determine, in their discretion, in accordance with valuation procedures as established from time to time by the Board Directors. Assets of Directors and as described the Partnership that are invested in the Memorandum. In an Investment Fund managed by a Subadviser will be valued in accordance with these procedures, the terms and conditions of the agreement or other document governing the operation of the Investment Fund. Assets of the Partnership invested in an Investment Fund not managed by a Subadviser will value its investments in Investment Funds be valued at fair value and the fair value as of each month-end value, which ordinarily will be the net redemption value most recently determined and reported to by the Fund by each Investment Fund Fund's Investment Manager in accordance with the policies established by the Investment Fund's valuation policies. (b) Manager. In determining the value of the assets of the FundPartnership, no value will be placed on the goodwill or name of the FundPartnership, or the office records, files, statistical data or any similar intangible assets of the Fund Partnership not normally reflected in the FundPartnership's accounting records. 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 under pursuant to agreements entered into prior to the valuation date will, however, be taken into account in determining the value of the FundPartnership's assets. (cb) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund Partnership and the net asset value of the Fund Partnership as a whole determined in accordance with pursuant to this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will value or cause to have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Allocation Period in accordance with valuation procedures established from time to time by the Board of Directors and as described in the Memorandum. In accordance with these procedures, the Fund will value its investments in Investment Funds at fair value and the fair value as of each month-end ordinarily will be the value most recently determined and reported to the Fund by each Investment Fund in accordance with the Investment Fund's ’s valuation policies. (b) In determining the value of the assets of the Fund, no value will 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. 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 under agreements entered into prior to the valuation date will, however, be taken into account in determining the value of the Fund's ’s assets. (c) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund and the net asset value of the Fund as a whole determined in accordance with this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's ’s net assets if the Board of Directors' ’ or the Investment Manager's ’s judgments regarding appropriate valuations should prove incorrect.

VALUATION OF ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors will value or cause to have valued any Securities or other assets and liabilities of the Fund Partnership as of the close of business on the last day of each Allocation Fiscal Period and at such other times as the Directors may determine, in their discretion, in accordance with valuation procedures as established from time to time by the Board Directors. Assets of Directors and as described the Partnership that are invested in the Memorandum. In an Investment Fund managed by a Sub-adviser will be valued in accordance with these procedures, the terms and conditions of the agreement or other document governing the operation of the Investment Fund. Assets of the Partnership invested in an Investment Fund not managed by a Sub-adviser will value its investments in Investment Funds be valued at fair value and the fair value as of each month-end value, which ordinarily will be the net redemption value most recently determined and reported to by the Fund by each Investment Fund Fund's Investment Manager in accordance with the policies established by the Investment Fund's valuation policies. (b) Manager. In determining the value of the assets of the FundPartnership, no value will be placed on the goodwill or name of the FundPartnership, or the office records, files, statistical data or any similar intangible assets of the Fund Partnership not normally reflected in the FundPartnership's accounting records. 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 under pursuant to agreements entered into prior to the valuation date will, however, be taken into account in determining the value of the FundPartnership's assets. (c) Subject to the provisions of the 1940 Act, the value of Securities and other assets of the Fund and the net asset value of the Fund as a whole determined in accordance with this Section 7.3 will be conclusive and binding on all of the Partners and all Persons claiming through or under them. (d) Each Member acknowledges that, although the procedures approved by the Board of Directors provide that the Investment Manager will review the valuations provided by the Portfolio Managers or administrators to the Investment Funds, none of the Investment Manager, Managing Member or Board of Directors will be able to confirm independently the accuracy of valuations provided by such Portfolio Managers or administrators. As a result, the valuations reported by the Portfolio Managers or administrators of the Investment Funds, upon which the Fund calculates its month-end net asset value and net asset value for each Interest, may be subject to later adjustment, based on information reasonably available at that time. Each Member acknowledges that situations involving uncertainties as to the valuation of Investment Funds could have an adverse effect on the Fund's net assets if the Board of Directors' or the Investment Manager's judgments regarding appropriate valuations should prove incorrect.