Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.1. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn Member’s Profit Sharing Percentage shall be allocated by the Managing Member to one or more of the Members in its sole discretion. Except as may be otherwise determined by the Managing Member, in the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b). Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion.
Profit Sharing Percentages. (a) On or about the beginning of each annual accounting period (or at such other times as determined by the General Partner in its sole discretion), the General Partner shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the General Partner deems appropriate, including those referred to in Section 5.1. The General Partner may establish different Profit Sharing Percentages for any Partner on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation) as it may determine in its sole discretion. The Profit Sharing Percentages for any Partner with respect to each different category of Net Income (Loss) for any individual Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Performance Allocation) may be the same or different as the General Partner may determine in its sole discretion, subject to legal, tax regulatory and other considerations. The Profit Sharing Percentage(s) of any Partner for any annual accounting period may be adjusted in the case of the Withdrawal of a Partner pursuant to Section 6.5(d) and in the case of the admission of any Partner to the Partnership as an additional Partner pursuant to Section 6.1(b). Notwithstanding the foregoing, the General Partner may also adjust the Profit Sharing Percentage(s) of any Partner for any annual accounting period at the end of such annual accounting period in its sole discretion. For the avoidance of doubt, the General Partner shall take into account and exclude the Partnership’s capital contributions and related interests in the Funds made prior to a Partner’s admission to the Partnership in determining such Partner’s Capital Account balance and Profit Sharing Percentage(s).
Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the General Partner shall (i) establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a) taking into account such factors as the General Partner deems appropriate, including those referred to in Section 5.1(d), and (ii) disclose such Profit Sharing Percentages as required by the Partnership Act; provided, however, that (i) the General Partner may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Partnership during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The General Partner may establish different Profit Sharing Percentages for any Partner in different categories of Net Income (Loss). In the case of the Withdrawal of a Partner, such former Partner’s Profit Sharing Percentages shall be allocated by the General Partner to one or more of the remaining Partners as the General Partner shall determine. In the case of the admission of any Partner to the Partnership as an additional Partner, the Profit Sharing Percentages of the other Partners shall be reduced by an amount equal to the Profit Sharing Percentage allocated to such new Partner pursuant to Section 6.1(b); such reduction of each other Partner’s Profit Sharing Percentage shall be pro rata based upon such Partner’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the General Partner may also adjust the Profit Sharing Percentage of any Partner for any annual accounting period at the end of such annual accounting period.
