KC Low Volatility PutWrite-CallWrite Q Fund
Xxxxxxxxxx Capital, LLC
12/18/2023
Exhibits
Operating Agreement-
Xxxxxxxxxx Capital LLC Operating Agreement
Updated May 9th, 2023
1. Formation of Xxxxxxxxxx Capital, LLC-
Xxxxxxxxxx Capital, LLC ("The LLC") is a Maryland limited
liability company formed on the first of September, 2022. The
initial member of the LLC is Xxx Xxxxxxxxxx.
2. Xxxxxxxxxx Capital, LLC's Business Purpose and
Objectives-
The LLC is in the business of developing, managing, and
maintaining investment funds and strategies. The LLC also
provides investment advisory services and acts as the portfolio
manager for the funds.
3. Member's Contributions and Interests-
The LLC's initial member has provided the LLC's initial capital
contributions. In the future, new members may be added to the
LLC. Their ownership stake will be dependent on their financial
and non-financial contributions to the LLC and their profit
sharing will be proportional to their ownership percentage of
the LLC.
4. Allocation of Profits and Losses-
All profits and losses will be held under the LLC.
If the LLC were to become insolvent or were to dissolve, the
LLC's profits would be distributed proportionally to its members
based on their equity stake in the corporation. Any unsettled
debt the LLC may owe will be paid off by the LLC's members
proportionally to their ownership stake in the LLC.
5. Management Structure and Decision Making-
As of this Operating Agreement, the LLC's sole member and
employee is Xxx Xxxxxxxxxx, and as such all managerial decisions
are done by him. As the LLC recruits new members in the future,
managerial decisions will be agreed upon based on a vote by the
LLC's members. A 50% majority is needed in order to pass new
decisions. A member's voting power is proportional to the
member's ownership stake in the LLC. For example, a member with
20% ownership in the company will have 20% of the total voting
power.
6. Transfer of Membership Interests-
Membership in the LLC is non-transferrable. An individual who
becomes a member in the LLC cannot transfer their membership
interest to a third party.
All new potential members of the LLC will have to be approved by
a majority vote (>50%) of the existing members of the LLC.
7. Differentiation Between LLC Members and Fund
Shareholders-
The LLC is in the business of developing and managing investment
management companies and as such, there will be shareholders of
the LLC's underlying funds.
It is important to differentiate between members of the LLC and
shareholders of the LLC's underlying funds.
Shareholders of the LLC's underlying funds become shareholders of
the underlying funds by purchasing shares of the LLC's fund at
that fund's respective NAV. Fund shareholders are NOT considered
members of the LLC.
Members of the LLC are NOT shareholders of the LLC's underlying
funds (unless they have previously purchased shares at the
fund's NAV) and do NOT become shareholders of any underlying
fund of the LLC by becoming members of the LLC.
LLC members are considered owners of Xxxxxxxxxx Capital, LLC and
NOT owners of any shares in any of the LLC's underlying funds.
Upon meeting certain requirements and conditions set forth by
the existing LLC members, new potential LLC members can be voted
into that position by a simple majority vote of the existing LLC
members.
8. Dissolution and Termination-
The LLC has no expiration date and will only dissolve under the
following circumstances:
a. Severe insolvency.
b. Unanimous member agreement- if all of the LLC's
members unanimously agree to dissolve the LLC.
c. Lack of LLC members- if, for any reason, the LLC does
not have any members available for the continuation of
the LLC's operations.
d. Court order
Upon termination of the LLC, the LLC's assets will be liquidated,
liabilities will be paid off proportionately by its members, and
any remaining assets leftover will be distributed to the LLC's
members proportionate to each member's ownership stake of the
LLC.
9. Dispute Resolution-
Any dispute arising from disagreements between members will be
resolved by a vote of the LLC's members.
LLC members may agree to appoint a third-party mediator to help
resolve the dispute if the disputing parties both agree to such.
10. Amendments to the Operating Agreement-
The LLC's members will be given notice of any proposed amendment
to the LLC's operating agreement. Once all members have been
notified of the proposed amendment, the proposal will be voted
upon by the LLC's members. The vote will be a majority vote
(over 50%), where each member's voting power is proportionate to
their individual ownership stake in the LLC.
