GRAHAM ALTERNATIVE INVESTMENT FUND II LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT March 28, 2013Limited Liability Company Agreement • April 11th, 2013 • Graham Alternative Investment Fund Ii LLC • Investors, nec • New York
Page ARTICLE I DEFINITIONS 2 ARTICLE II ORGANIZATION 6 2.1 Formation; Series Limited Liability Company. 6 2.2 Name. 6 2.3 Registered Office and Agent. 6 2.4 Purpose. 7 2.5 Classes of Units. 7 ARTICLE III CAPITAL 7 3.1 Contributions to Capital. 7 3.2 Rights of Members in Capital. 8 3.3 Capital Accounts. 8 3.4 Allocation of Net Capital Appreciation or Net Capital Depreciation. 9 3.5 Allocation of Withholding Taxes and Certain Other Expenditures. 9 3.6 Incentive Allocation. 9 3.7 Advisory Fee. 10 3.8 Brokerage Fee. 10 3.9 Sponsor Fee. 10 3.10 Waiver or Reduction of Incentive Allocation or Administration Fees. 11 3.11 Allocations for Income Tax Purposes. 11 3.12 Distributions. 11 ARTICLE IV MANAGEMENT 12 4.1 Rights, Duties and Powers of the Manager. 12 4.2 Expenses. 14 4.3 Rights of Members. 15 4.4 Other Activities of Members. 15 4.5 Duty of Care; Indemnification. 15 ARTICLE V ADMISSIONS, TRANSFERS AND REDEMPTIONS 16 5.1 Admission of Members. 16 5.2 Transfer of Units of Members. 16 5.3 Tra
