Common use of Withdrawal Procedure Clause in Contracts

Withdrawal Procedure. (a) A Limited Partner may withdraw all or any portion of its Capital Account as of the close of business on the last business day of each Fiscal Quarter (the “Withdrawal Date”), upon not less than sixty (60) days prior written notice to the General Partner, which notice period may be waived at the discretion of the General Partner. All notices of withdrawal must specify the dollar amount or percentage of value of a Limited Partner’s Capital Account to be withdrawn. The General Partner, in its sole discretion, may waive any notice periods or any other restrictions on withdrawals. (b) The General Partner may agree with a Limited Partner to establish a lock-up period for such Limited Partner and may permit withdrawals at any time in its sole and absolute discretion. (c) All payments under this Article VIII shall be made in cash, securities in-kind or a combination of both, as the General Partner may in its sole discretion determine. (d) A Limited Partner who requests a withdrawal of the value of such Limited Partner’s Capital Account shall be paid within thirty (30) days after the applicable Withdrawal Date. Upon any withdrawal request, the General Partner may, in its sole discretion, elect to retain up to ten percent (10%) of the value of any Limited Partner’s Capital Account estimated by the General Partner to be the amount to which the withdrawing Limited Partner is entitled (calculated on the basis of unaudited data) within thirty (30) days after the applicable Withdrawal Date. The balance of the amount remaining in a withdrawing Limited Partner’s Capital Account will not be considered to be invested in the Partnership and shall be paid (subject to audit adjustments), without interest, within thirty (30) days after completion of the December 31 audited financial statements, provided, however, that the total amount paid to a withdrawing Limited Partner shall not exceed the amount of the Limited Partner’s Capital Account as of the effective Withdrawal Date, as shown by such financial statements (and the Limited Partner shall accordingly return promptly any prior excessive payment). Notwithstanding the foregoing, the General Partner may, in its sole discretion, agree to pay up to the full Capital Account balance (calculated on the basis of unaudited data) to a withdrawing Limited Partner within thirty (30) days after the applicable Withdrawal Date. (e) Except when converted to shares of the General Partner, as described in Section 4.01 Option for Limited Partners to convert capital to shares of General Partner, any withdrawal occurring within one (1) year of the date of a Limited Partner’s Original and/or Additional Capital Contribution will be subject to a withdrawal fee equal in amount to two percent (2%) of the Net Asset Value of the Partnership Interest of the withdrawing Limited Partner as of the applicable Withdrawal Date. Any withdrawal occurring other than on an applicable Withdrawal Date may, in the General Partner’s sole discretion, be subject to additional administrative fees to cover the legal, accounting, administrative, brokerage, and any other costs and expenses associated with such withdrawal, including without limitation, charges for any unamortized portion of the Fund’s organizational expenses and any pro-rated portion of the Management Fee and Performance Fees allocable to the withdrawing Limited Partner’s Capital Account as of the applicable Withdrawal Date. The General Partner in its discretion may waive this requirement based upon the financial condition of the Partnership and if the General Partner is convinced that such withdrawal may not harm the operation of the partnership at the point the Limited Partner chooses to withdraw funds even within the period stated in this paragraph. (f) The General Partner may require a Limited Partner to withdraw all or any amount of the value of the Limited Partner’s Capital Account if the General Partner considers such withdrawal to be in the best interest of the Partnership or for any other reason or no reason at all. In such event, the General Partner shall give not less than five (5) days written notice to the Limited Partner specifying the date of withdrawal. As soon as practicable thereafter, the withdrawing Limited Partner shall receive the balance of the value in such Limited Partner’s Capital Account in accordance with Section 8.02(d) above, subject to all appropriate adjustments pursuant to the provisions of this Agreement. (g) The General Partner may withdraw all or any portion of its capital contributions to the Partnership at any time, without the consent of or notice to the Limited Partners. (h) For purposes of this Article VIII, the value of a Limited Partner’s Capital Account shall be calculated to include Original and Additional Capital Contributions and withdrawals by a Limited Partner as well as increases or decreases in the Net Asset Value of the Partnership allocable to the withdrawing Limited Partner through the Withdrawal Date. (i) Upon withdrawal of all its Capital Account a Limited Partner shall be deemed to have withdrawn from the Partnership, and upon notice of such withdrawal, a Limited Partner shall not be entitled to exercise any voting rights afforded to Limited Partners under this Agreement.

Withdrawal Procedure. (a) A Limited Partner Partners may withdraw all or any portion of its Capital Account funds as of the close last Business Day of business on the last business day of any calendar month (each Fiscal Quarter (the such date shall be referred to herein as a “Withdrawal Date”), upon not less than sixty (60) at least 60 days prior written notice to the General Partner, which and in such other amounts and at such other times as the General Partner may determine in its sole and absolute discretion. Notwithstanding the foregoing, the General Partner may determine in its sole and absolute discretion to allow a Limited Partner to withdraw funds from such Limited Partner’s Capital Account with less than 60 days prior written notice period may be waived at the discretion of to the General Partner. All notices of withdrawal must specify Unless the dollar amount or percentage of value of General Partner consents, partial withdrawals may not be made if they would reduce a Limited Partner’s Capital Account balance below $150,000 for holders of RA Interests and RD Interests, and $1,000,000 for Limited Partners holding IA Interests and ID Interests. All withdrawals shall be deemed made prior to the commencement of the following month. All withdrawals will be withdrawnmade on a first-in-first-out basis. All withdrawals will be allocated pro rata between the Classes of Interests based on the Limited Partner’s Capital Account balance in each Class. The General PartnerPartner has the sole and absolute discretion to waive or vary the terms of this Section. Notwithstanding the foregoing, the Partnership’s ability to satisfy withdrawal requests pursuant to this Section 8.02(a) is conditioned upon its ability to make corresponding withdrawals from the Sub-Fund. Any redemption or similar fees charged by the Sub-Fund for withdrawals will be allocated to the Class of Interest held by such Limited Partners requesting such withdrawals pro-rata in its sole discretion, may waive any notice periods or any other restrictions on withdrawalsaccordance with their withdrawal amounts. (b) The General Partner may agree with a Limited Partner following provision shall apply to establish a lock-up period for such Limited Partner and may permit withdrawals at any time in its sole and absolute discretion.withdrawals: (c) All payments under this Article VIII shall be made in cash, securities in-kind or a combination of both, as the General Partner may in its sole discretion determine. (di) A Limited Partner who requests a withdrawal of the value of such Limited Partner’s from its Capital Account shall be paid within thirty (30) days after the applicable Withdrawal Date. Upon any withdrawal request, the General Partner may, in its sole discretion, elect to retain up to ten percent (10%) of the value of any Limited Partner’s Capital Account estimated by the General Partner to be the amount to which the withdrawing Limited Partner is entitled (calculated on the basis of unaudited data) within thirty (30) days after the applicable Withdrawal Date. The balance of the amount remaining in a withdrawing Limited Partner’s Capital Account will not be considered to be invested in the Partnership and shall be paid (subject to audit adjustments), without interest, within thirty (30) days after completion of the December 31 audited financial statements, provided, however, that the total amount paid to a withdrawing Limited Partner shall not exceed the amount of the Limited Partner’s Capital Account as of the effective Withdrawal Date, as shown by such financial statements (and the Limited Partner shall accordingly return promptly any prior excessive payment). Notwithstanding the foregoing, the General Partner may, in its sole discretion, agree to pay up to the full Capital Account balance (calculated on the basis of unaudited data) to a withdrawing Limited Partner within thirty (30) 60 days after the applicable Withdrawal Date. (eii) Except when converted to shares In the event a Limited Partner completely withdraws its Capital Account from the Partnership other than as of the General end of a Fiscal Year, a Performance Allocation shall be determined as of the applicable Withdrawal Date with respect to the Fiscal Period Net Profit allocated to such Limited Partner, as described ’s Capital Account for such partial Fiscal Year. (iii) In circumstances where the Partnership is unable to liquidate positions in Section 4.01 Option for Limited Partners an orderly manner in order to convert capital to shares of General Partner, fund withdrawals or any withdrawal occurring within one (1) year by the Partnership is subject to the gate provisions, or where the value of the date assets and liabilities of the Partnership cannot be reasonably determined, the Partnership may take longer than the time periods mentioned above to effect settlements of withdrawals, may effectuate only a portion of or deny a requested withdrawal, or may suspend withdrawals. (iv) Upon receipt by the General Partner of a Limited Partner’s Original and/or Additional Capital Contribution will be subject notice of termination to a withdrawal fee equal in amount to two percent (2%) of withdraw assets from the Net Asset Value of the Partnership Interest of the withdrawing Limited Partner as of the applicable Withdrawal Date. Any withdrawal occurring other than on an applicable Withdrawal Date mayPartnership, in the General PartnerPartner has the sole and absolute discretion to manage the Partnership’s sole discretion, be subject assets in a manner which would provide for cash being available to additional administrative fees to cover the legal, accounting, administrative, brokerage, and any other costs and expenses associated with satisfy such withdrawal, including without limitation, charges for any unamortized portion of the Fund’s organizational expenses and any pro-rated portion of the Management Fee and Performance Fees allocable to the withdrawing Limited Partner’s Capital Account as of the applicable Withdrawal Date. The General Partner in its discretion may waive this requirement based upon the financial condition of the Partnership and if request for withdrawal, but the General Partner is convinced under no obligation to effect sales of Partnership assets if the General Partner, in its sole and absolute discretion, determines that such withdrawal may not harm transactions might be detrimental to the operation interest of the partnership at the point the Limited Partner chooses to withdraw funds even within the period stated in this paragraphother Partners or that such transactions are not reasonably practicable. (fc) The General Partner may require a Limited Partner to withdraw all or any amount of the value of the Limited Partner’s Capital Account Interests if the General Partner considers such withdrawal to be in the best interest interests of the Partnership or for any other reason reason, including, but not limited to, the death, Disability or Bankruptcy of a Limited Partner, if the ownership of such Limited Partner’s Interests by such Partner will cause the Partnership to be deemed to hold Plan Assets, or for no reason at all. In such event, the General Partner shall give not less than five (5) days written notice to the Limited Partner specifying the date of withdrawal. As soon as practicable thereafter, the withdrawing Limited Partner shall receive the balance of the value in such Limited Partner’s Capital Account in accordance with Section 8.02(d8.02(c) above, subject to all appropriate adjustments pursuant to the provisions of this Agreement. (gd) The General All payments under this ARTICLE VIII shall be made in cash only, via wire or automated clearinghouse transactions. Each such Distribution shall reduce the Capital Account of the distributee Partner may withdraw all or any portion of its capital contributions to by the Partnership at any time, without the consent of or notice to the Limited Partnersvalue thereof. (he) For purposes All notices of this Article VIII, withdrawal must specify the dollar amount or percentage of value of a Limited Partner’s Capital Account shall to be calculated to include Original withdrawn. The General Partner, in its sole and Additional Capital Contributions absolute discretion, may waive any notice periods, minimum amounts or any other restrictions on withdrawals. (f) The General Partner, in its sole and absolute discretion, may permit withdrawals by at such other times or in such other amounts as it determines. If the General Partner in its sole and absolute discretion permits a Limited Partner as well as increases or decreases in the Net Asset Value of the Partnership allocable to the withdrawing Limited Partner through the withdraw capital other than on a Withdrawal Date, the General Partner may impose an administrative fee to cover the legal, accounting, administrative, brokerage and any other expenses associated with such withdrawal. (ig) Upon withdrawal of all its Capital Account Account, a Limited Partner shall be deemed to have withdrawn from the Partnership, and upon notice of such withdrawalwithdrawal request, a Limited Partner shall not be entitled to exercise any voting rights afforded to Limited Partners under this Agreement. (h) In the event that a Principal dies, becomes or is adjudicated Disabled, is declared bankrupt by a court with appropriate jurisdiction or files a petition commencing a voluntary case under any bankruptcy law, or is convicted of or pleads nolo contendere to a felony involving moral turpitude, or commits a violation of any applicable federal or state securities law that would constitute a Bad Actor Event, the Limited Partners shall be promptly notified of such event and the Partnership will continue in accordance with this Agreement.

Withdrawal Procedure. (a) A Limited Partner Subject to the limitations in this Agreement (including any “Lock-Up” and other restrictions set forth in Section 6.04 and in Appendix A), a Member may withdraw all or any portion of its Capital Account (except assets held in Special Investment Accounts which may be withdrawn only with the prior consent of the Managing Member) in accordance with the terms applicable to the relevant Series and Class in Appendix A. The effective date of any withdrawal is referred to herein as a “Withdrawal Date.” A Member desiring to make a withdrawal shall, on not less than the period specified in Appendix A as the “Withdrawal Notice Period” with respect to the relevant Series and Class, before the Withdrawal Date on which such withdrawal is to be effective, give written notice (a “Withdrawal Notice”) to the relevant Series (which notice is permitted to be waived by the Managing Member in its sole discretion) of (i) such Member’s intention to make a withdrawal and (ii) the requested amount of such withdrawal. The Managing Member may require that such form of notice be substantially in a form provided by the Managing Member to a Member.‌ (b) Withdrawals from a Member’s Capital Account shall be effected on a “first-in, first-out” basis (through the memorandum account, other account or other method of tracking Capital Contributions used by the Managing Member), unless mutually agreed by the Managing Member and such withdrawing Member, at an amount based on the value of such Capital Account as of the close of business on the last business day of each Fiscal Quarter Withdrawal Date (the “Withdrawal DatePrice”), upon not less than sixty (60) days prior written notice as determined in accordance with the valuation principles set forth above in Section 4.02. To the extent a Lock-Up is specified with respect to the General Partnerrelevant Series and Class in Appendix A, which notice period the initial and each subsequent Capital Contribution by a Member shall be subject to a separate Lock-Up. Any amounts with respect to an Investment allocated to a Special Investment Account may not be waived at withdrawn by a Member without the discretion prior consent of the General Partner. All notices of withdrawal must specify Managing Member or until the dollar amount or percentage of value of a Limited Partner’s Capital Account to be withdrawn. The General PartnerManaging Member determines, in its sole discretion, may waive any notice periods or any other restrictions on withdrawals. (b) The General Partner may agree with a Limited Partner to establish a lock-up period for that such Limited Partner and may permit withdrawals at any time Investment should no longer be maintained in its sole and absolute discretion. (c) All payments under this Article VIII shall be made such Special Investment Account, in cash, securities in-kind or a combination of both, as the General Partner may in its sole discretion determine. (d) A Limited Partner who requests a withdrawal which case within seven days of the value of such Limited Partner’s Capital Account shall be paid within thirty (30) days after the applicable Withdrawal Date. Upon any withdrawal request, the General Partner may, in its sole discretion, elect to retain up to ten percent (10%) end of the value calendar quarter in which such determination occurs the withdrawing Member’s interests in the investment will be distributed to the Member, net of any Limited Partner’s Capital Account estimated all expenses allocated to such investment by the General Partner to be the amount to which the withdrawing Limited Partner is entitled (calculated on the basis of unaudited data) within thirty (30) days after the applicable Withdrawal Date. The balance of the amount remaining in a withdrawing Limited Partner’s Capital Account will not be considered to be invested in the Partnership and shall be paid (subject to audit adjustments), without interest, within thirty (30) days after completion of the December 31 audited financial statements, provided, however, that the total amount paid to a withdrawing Limited Partner shall not exceed the amount of the Limited Partner’s Capital Account as of the effective Withdrawal Date, as shown by such financial statements (and the Limited Partner shall accordingly return promptly any prior excessive payment)Managing Member. Notwithstanding the foregoing, the General Partner may, Managing Member is authorized to suspend this withdrawal privilege at any time and from time to time as set forth below in its sole discretion, agree to pay up to the full Capital Account balance (calculated on the basis of unaudited data) to a withdrawing Limited Partner within thirty (30) days after the applicable Withdrawal Date.Section 6.08.‌ (ec) Except when converted to shares A Member that has withdrawn all of the General Partner, as described amounts in Section 4.01 Option for Limited Partners to convert capital to shares of General Partner, any withdrawal occurring within one (1) year of the date of a Limited Partner’s Original and/or Additional Capital Contribution will be subject to a withdrawal fee equal in amount to two percent (2%) of the Net Asset Value of the Partnership Interest of the withdrawing Limited Partner as of the applicable Withdrawal Date. Any withdrawal occurring other than on an applicable Withdrawal Date may, in the General Partner’s sole discretion, be subject to additional administrative fees to cover the legal, accounting, administrative, brokerage, and any other costs and expenses associated with such withdrawal, including without limitation, charges for any unamortized portion of the Fund’s organizational expenses and any pro-rated portion of the Management Fee and Performance Fees allocable to the withdrawing Limited Partner’s Capital Account as of the applicable Withdrawal Date. The General Partner in its discretion may waive this requirement based upon the financial condition of the Partnership and if the General Partner is convinced that such withdrawal may not harm the operation of the partnership at the point the Limited Partner chooses to withdraw funds even within the period stated in this paragraph. (f) The General Partner may require a Limited Partner to withdraw all or any amount of the value of the Limited Partner’s Capital Account if the General Partner considers such withdrawal to be in the best interest of the Partnership or for any other reason or no reason at all. In such event, the General Partner shall give not less than five (5) days written notice to the Limited Partner specifying the date of withdrawal. As soon as practicable thereafter, the withdrawing Limited Partner shall receive the balance of the value in such Limited Partner’s Capital Account in accordance with Section 8.02(d) above, subject to all appropriate adjustments pursuant to the provisions of this Agreement. (g) The General Partner may withdraw all or any portion of its capital contributions to the Partnership at any time, without the consent of or notice to the Limited Partners. (h) For purposes of this Article VIII, the value of a Limited Partner’s Capital Account shall be calculated to include Original and Additional Capital Contributions and withdrawals by a Limited Partner as well as increases or decreases in the Net Asset Value of the Partnership allocable to the withdrawing Limited Partner through the Withdrawal Date. (i) Upon withdrawal of all its Capital Account a Limited Partner (for this purpose including any amounts allocated to Special Investment Accounts) pursuant to this ARTICLE VI shall be deemed to have be completely withdrawn from the Partnershiprelevant Series on such day. (d) The Managing Member in its sole discretion is authorized to waive or modify any of the prohibitions, conditions or limitations for Member withdrawals set forth in this Agreement (including those set forth in Section 6.04 and upon Appendix A) in full or in part with respect to a Member (including Members that are part of the RBC Group), without notice to or consent of such withdrawalthe other Members, a Limited Partner shall not be entitled including: (i) in the event that continuing to exercise any voting rights afforded to Limited Partners under this Agreement.hold the Interest becomes impractical or illegal, as determined by the Managing Member;