Gordon. the person who directed the formation of the Fund and served as the sole initial Manager. Interest The entire ownership interest in the Fund at any particular time of a Member or the Special Advisory Member, or other person to whom an Interest of a Member or portion thereof has been transferred pursuant to Section 3.4 hereof, including the rights and obligations of such Member or other person under this Agreement and the Delaware Act. Investment Advisory Agreement A separate written agreement entered into by the Fund pursuant to which the Adviser provides investment advisory services to the Fund. Manager An individual designated as a manager of the Fund pursuant to the provisions of Section 1.6 of the Agreement and who serves on the Board of Managers of the Fund. Member Any person who shall have been admitted to the Fund as a member (including any Manager in such person's capacity as a member of the Fund but excluding any Manager in such person's capacity as a Manager of the Fund) until the Fund repurchases the entire Interest of such person pursuant to Section 3.6 hereof or a substituted member or members are admitted with respect to any such person's entire Interest as a member pursuant to Section 3.4 hereof; such term includes the Adviser to the extent the Adviser makes a capital contribution to the Fund and shall have been admitted to the Fund as a member, but shall not include the Special Advisory Member in its capacity as such. Net Assets The total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, calculated before giving effect to any repurchases of Interests. Net Profit or Net Loss The amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal Period of the Fund, as of the close of business on the Closing Date). 1940 Act The Investment Company Act of 1940 and the rules, regulations and orders thereunder, as amended from time to time, or any successor law. Organizational Expenses The expenses incurred by the Fund in connection with its formation, its initial registration as an investment company under the 1940 Act, and the initial offering of Interests. Organizational Member The Distributor, which contributed initial capital to the Fund prior to the Closing Date. Securities Securities (including, without limitation, equities, debt obligations, options, and other "securities" as that term is defined in Section 2(a)(36) of the 1940 Act) and any contracts fox xxxxxxx xx xxxxxx xxxxxxxx of any security, debt obligation or currency, or commodity, all types of derivative instruments and financial instruments and any contracts based on any index or group of securities, debt obligations or currencies, or commodities, and any options thereon. Special Advisory Member The Adviser in its capacity as the investment adviser to the Fund. Transfer The assignment, transfer, sale, encumbrance, pledge or other disposition of all or any portion of an Interest, including any right to receive any allocations and distributions attributable to an Interest. Underlying Funds Investment funds into which the Fund will allocate its assets for investment. Valuation Date The date as of which the Fund values an Interest for purposes of determining the price at which the Interest is to be purchased by the Fund pursuant to an offer made by the Fund pursuant to Section 3.6 hereof.
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Gordon. the person who directed the formation of the Fund and served as the sole initial Manager. Interest The entire ownership interest in the Fund at any particular time of a Member or the Special Advisory Member, or other person to whom an Interest of a Member or portion thereof has been transferred pursuant to Section 3.4 hereof, including the rights and obligations of such Member or other person under this Agreement and the Delaware Act. Investment Advisory Agreement A separate written agreement entered into by the Agreement Fund pursuant to which the Adviser provides investment advisory services to the Fund. Manager An individual designated as a manager of the Fund pursuant to the provisions of Section 1.6 of the Agreement and who serves on the Board of Managers of the Fund. Member Any person who shall have been admitted to the Fund as a member (including any Manager in such person's capacity as a member of the Fund but excluding any Manager in such person's capacity as a Manager of the Fund) until the Fund repurchases the entire Interest of such person pursuant to Section 3.6 hereof or a substituted member or members are admitted with respect to any such person's entire Interest as a member pursuant to Section 3.4 hereof; such term includes the Adviser to the extent the Adviser makes a capital contribution to the Fund and shall have been admitted to the Fund as a member, but shall not include the Special Advisory Member in its capacity as such. Net Assets The total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, calculated before giving effect to any repurchases of Interests. Net Profit or Net Loss The amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal Period of the Fund, as of the close of business on the Closing Date). 1940 Act The Investment Company Act of 1940 and the rules, regulations and orders thereunder, as amended from time to time, or any successor law. Organizational Expenses The expenses incurred by the Fund in connection with its formation, its initial registration as an investment company under the 1940 Act, and the initial offering of Interests. Organizational Member The Distributor, which contributed initial capital to the Fund prior to the Closing Date. Securities Securities (including, without limitation, equities, debt obligations, options, and other "securities" as that term is defined in Section 2(a)(36) of the 1940 Act) and any contracts fox for xxxxxxx xx xxxxxx xxxxxxxx or future delivery of any security, debt obligation or currency, or commodity, all types of derivative instruments and financial instruments and any contracts based on any index or group of securities, debt obligations or currencies, or commodities, and any options thereon. Special Advisory Member The Adviser in its capacity as the investment adviser to the Fund. Transfer The assignment, transfer, sale, encumbrance, pledge or other disposition of all or any portion of an Interest, including any right to receive any allocations and distributions attributable to an Interest. Underlying Funds Investment funds into which the Fund will allocate its assets for investment. Valuation Date The date as of which the Fund values an Interest for purposes of determining the price at which the Interest is to be purchased by the Fund pursuant to an offer made by the Fund pursuant to Section 3.6 hereof.
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