Common use of Incentive Allocation Clause in Contracts

Incentive Allocation. (a) For purposes of determining the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fund, the Allocation Change and the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of such Member. (b) So long as the Special Member holds its interest in the Special Member Account, the Incentive Allocation shall be debited against the Capital Account of each Member as of the last day of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited to the Special Member Account. (c) If only a portion of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period with respect to a Member following the repurchase of a portion of the Member's Interest, the Incentive Allocation with respect to such Interest (if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Period. (d) If a portion of a Member's interest is repurchased by the Fund, the repurchase shall be deemed to be made from the earliest capital contribution made by such Member. If the amount of the repurchase exceeds the Capital Account balance attributable to such capital contribution, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member.

Incentive Allocation. (a) For purposes of determining the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fund, the Allocation Change and the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of such Member. (b) So long as the Special Member holds its interest in Adviser (or an affiliated company that it has designated to be the Special Advisory Member) serves as the Special Advisory Member Accountof the Fund, the Incentive Allocation shall be debited against the Capital Account of each Member as of the last day of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited to the Special Advisory Account. (b) At any time following the date on which an Incentive Allocation is made, the Special Advisory Member may withdraw up to 100% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to the Special Advisory Account. Within 30 days after the completion of the audit of the books of the Fund for the year in which allocations to the Special Advisory Account are made, the Fund shall pay to the Special Advisory Member any additional amount of Incentive Allocation determined to be owed to the Special Advisory Member based on the audit, and the Special Advisory Member shall pay to the Fund any excess amount of Incentive Allocation determined to be owed to the Fund. (c) If only a portion of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period with respect to a Member following the repurchase of a portion of the Member's Interest, the Incentive Allocation with respect to such Interest (if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Period. (d) If a portion of a Member's interest is repurchased by the Fund, the repurchase shall be deemed to be made from the earliest capital contribution made by such Member. If the amount of the repurchase exceeds the Capital Account balance attributable to such capital contribution, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member.

Incentive Allocation. (a) For purposes of determining the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fund, the Allocation Change and the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of such Member. (b) So long as the Special Member holds its interest in Adviser or an Affiliate thereof serves as the Special Member Accountinvestment adviser of the Master Fund pursuant to the Investment Management Agreement, the Adviser, or a designated Affiliate, will be entitled to receive one half of the Incentive Allocation that shall be debited against charged to the Capital Account of each Member as of the last day of each Allocation Period with respect to such Member and Member. (b) So long as the amount so debited shall simultaneously be credited Sub-Adviser or an Affiliate thereof serves as the sub-adviser of the Master Fund pursuant to the Special Sub-advisory Agreement, the Sub-Adviser, or a designated Affiliate, will be entitled to receive one half of the Incentive Allocation that shall be charged to the Capital Account of each Member Accountas of the last day of each Allocation Period with respect to such Member. (c) If only a portion of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next The Allocation Period with respect to a Member following whose Interest in the repurchase Fund is repurchased or is transferred in part, or with respect to a Member that has received a distribution from the Fund other than a final distribution in liquidation of a the Fund, shall be treated as ending only with respect to the portion of the Member's InterestInterest so repurchased or transferred or represented by such distribution, and only the Incentive Allocation with respect to such Interest (Net Profits of the Fund, if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period , and the balance of the Loss Recovery Account attributable to the portion of the Interest being repurchased or transferred or represented by such distribution (based on the Member’s Capital Account amount being so repurchased or transferred) will be taken into account in determining the Incentive Allocation for the Allocation Period then ending, and the Member’s Loss Recovery Account shall not be adjusted for such Member’s allocable share of the Net Losses of the Fund, if any) as , for the Allocation Period then ending that are attributable to the portion of the end of the current Allocation PeriodInterest so repurchased or transferred. (d) If a portion After the close of an Allocation Period with respect to a Member's interest is repurchased by , and subject to certain limitations, the Adviser and/or the Sub-Adviser may withdraw up to 95% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to their respective Incentive Allocation Account and debited from such Member’s Capital Account with respect to such Allocation Period. The Fund will distribute any balance, subject to audit adjustments, as promptly as practicable after the completion of the audit of the Fund’s books. As promptly as practicable after the completion of the audit of the books of the Fund for the year in which allocations to the Incentive Allocation Accounts are made, the repurchase Fund shall be deemed allocate to the Incentive Allocation Accounts any additional amount of Incentive Allocation determined to be made from owed to the earliest capital contribution made by Adviser and/or the Sub-Adviser based on such Member. If audit, and Adviser and/or the Sub-Adviser, as applicable, shall remit to the Fund any excess amount of the repurchase exceeds the Capital Account balance attributable to such capital contribution, the amount of any excess shall be deemed Incentive Allocation determined to be made from owed to the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such MemberFund.

Incentive Allocation. ‌ (ai) For purposes Subject to Sections 5.03(b) and 5.03(c)(iv), at the end of determining each Incentive Allocation Year, the Partnership shall reallocate from each Series Capital Account to the Capital Account of the General Partner an amount (the “Incentive Allocation”) equal to the result of the Incentive Allocation Rate multiplied by the amount of the Net Capital Appreciation allocated to each Series Capital Account for such Incentive Allocation for any Allocation PeriodYear after reduction by an amount equal to the amount of the Management Fee debited to the Feeder Fund Interests corresponding to such Series Capital Account or, if a Member has made more than one capital contribution paid by the Partnership, such Series Capital Account pursuant to Section 4.08 for such Incentive Allocation Year and any other expenses of the Feeder Funds; provided, however, that the‌ Net Capital Appreciation upon which the calculation of the Incentive Allocation is based shall be reduced to the Fund, the Allocation Change and the Preferred Return for extent of any balance in such Allocation Period and Series Capital Account’s Loss Recovery Account. The amount of the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account at the time of such Member. (b) So long as the Special Member holds its interest in the Special Member Account, calculating the Incentive Allocation shall be debited against the Capital Account of each Member as amount existing immediately prior to its reduction pursuant to the second clause of the last day second sentence of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited to the Special Member Account. (c) If only a portion of the Interest of a Member is repurchased by the Fund Section 5.03(c)(ii). The amounts allocated as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be allocated out of net appreciation (or if insufficient, gross items of appreciation) that have been earned during the Fiscal Year that contains the end of the applicable Incentive Allocation Year. In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to any Series Capital Account. The Incentive Allocation, if any, will be calculated at (A) the end of each Incentive Allocation Year, (B) with respect to capital withdrawn other than at the end of an Incentive Allocation Year, the close of business on the date immediately prior to the effective date of such withdrawal with respect to the withdrawn amount, and (C) with respect to the Transfer of an Interest made other than at the end of an Incentive Allocation Year, the close of business on the date immediately prior to the effective date of such Transfer with respect to the transferred amount, provided that such Transfer results in a change in the beneficial ownership of such Interest, as determined by the General Partner, in its sole discretion. Solely for purposes of calculating the Incentive Allocation and determining an adjustment to the balance of a Series Capital Account’s Loss Recovery Account under this Section 5.03(c), the transfer of an Interest made other than at the end of an Incentive Allocation Year on which an Incentive Allocation is made shall be treated as if it were a withdrawal. For the avoidance of doubt, if a Feeder Fund Investor has made more than one investment in a Feeder Fund which investments are therefore represented by more than one Series Capital Account, a separate Incentive Allocation shall be determined with respect to each Series Capital Account, and the Incentive Allocation and Loss Recovery Account balance with respect to each Series Capital Account shall not be determined on a net basis. (ii) The General Partner shall establish a separate Loss Recovery Account on the books of the Partnership for each Series Capital Account, the opening balance of which shall be zero. At the end of each Incentive Allocation Year or at such other date during an Incentive Allocation Year as the calculation of an Incentive Allocation is required to be made for such Series Capital Account under this Section 5.03(c) (whether or not the calculation results in an Incentive Allocation being allocated), the balance in each such Series Capital Account’s Loss Recovery Account shall be adjusted as follows: first, if there has been, in the aggregate, Net Capital Depreciation (as adjusted pursuant to the last sentence of this paragraph) with respect to such Series Capital Account during such Incentive Allocation Year, an amount equal to such Net Capital Depreciation shall be credited to such Series Capital Account’s Loss Recovery Account, and, second, if there has been, in the aggregate, Net Capital Appreciation (as adjusted pursuant to the last sentence of this paragraph) with respect to such Series Capital Account during such Incentive Allocation Year, an amount equal to such Net Capital Appreciation, before allocating any Incentive Allocation to the General Partner’s Capital Account, shall be debited to and reduce any balance in such Series Capital Account’s Loss Recovery Account, but not below zero. Solely for purposes of this paragraph, in determining an adjustment to the balance of a Series Capital Account’s Loss Recovery Account, Net Capital Appreciation‌ and Net Capital Depreciation for any applicable period shall be calculated by taking into account the amount of the Management Fee, if any, debited to the Feeder Fund Interests corresponding to such Series Capital Account, or, if paid by the Partnership, such Series Capital Account pursuant to Section 4.08 and any other expenses of the Feeder Funds relating to such Feeder Fund Interest for such period. (iii) In the event that all or a portion of the capital is withdrawn from a Series Capital Account with a balance in such Series Capital Account’s Loss Recovery Account, the balance in such Loss Recovery Account shall be reduced as of the beginning of the next Accounting Period by an amount equal to the product obtained by multiplying the balance in such date only Loss Recovery Account by a fraction, the numerator of which is the amount withdrawn from such Series Capital Account with respect to the immediately preceding Withdrawal Date, and the denominator of which is the balance in such Series Capital Account immediately prior to such withdrawal. Additional Capital Contributions shall not affect the balance of any Loss Recovery Account. For purposes of this Section 5.03(c)(iii), any distribution that is not attributable to a withdrawal shall be deemed to be a withdrawal. (iv) In the event that the Final Distribution Date is other than at the end of an Incentive Allocation Year, or the Withdrawal Date with respect to a partial or complete withdrawal from a Series Capital Account is other than at the end of an Incentive Allocation Year, for purposes of determining the Incentive Allocation allocable at such time to the General Partner, Net Capital Appreciation shall be determined from the beginning of such Incentive Allocation Year through the Final Distribution Date (for all Series Capital Accounts), or from the beginning of such Incentive Allocation Year through the Withdrawal Date (with respect to each Series Capital Account from which a withdrawal is being made) as to if such dates were the end of the Incentive Allocation Year; provided, however, that an Incentive Allocation made in respect of a withdrawal shall be made on that portion of any Positive Allocation Change for the Allocation Period that is allocable Net Capital Appreciation attributable to the withdrawn amount over that portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account attributable to the withdrawn amount, such portions being equal to the product obtained by multiplying the Net Capital Appreciation, determined for the period described above with respect to such Series Capital Account, shall be deemed associated with and the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated balance, respectively, by the percentage of the Series Capital Account being withdrawn. If an Incentive Allocation is made in connection with the remaining Interest. As of a partial withdrawal from a Series Capital Account occurring other than at the end of the next an Incentive Allocation Period with respect to a Member following the repurchase of a portion of the Member's InterestYear, the in calculating any subsequent Incentive Allocation with respect to such Interest (if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Period. (d) If a portion of a Member's interest is repurchased by the Fund, the repurchase shall be deemed to be made from the earliest capital contribution made by such Member. If the amount of the repurchase exceeds the Series Capital Account balance attributable to for such capital contributionIncentive Allocation Year, the amount of Net Capital Appreciation on which any excess previous Incentive Allocation was made during such period shall be deemed to be made deducted from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by Net Capital Appreciation determined in connection with such Member.subsequent Incentive Allocation.‌

Incentive Allocation. (a) For purposes of determining the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fund, the Allocation Change and the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of such Member. (b) So long as the Special Member holds its interest in Adviser or an Affiliate thereof serves as the Special Member Accountinvestment adviser of the Fund pursuant to the Investment Management Agreement, the Adviser, or a designated affiliate, will be entitled to receive the Incentive Allocation that shall be debited against to the Capital Account of each Member as of the last day of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited to the Special Member AccountMember. (cb) If only a portion of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next The Allocation Period with respect to a Member following whose Interest in the repurchase of a Fund is repurchased or is transferred in part shall be treated as ending only with respect to the portion of the Member's InterestInterest so repurchased or transferred, and only the Incentive Allocation with respect to such Interest (Net Profits of the Fund, if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period , and the balance of the Loss Recovery Account attributable to the portion of the Interest being repurchased or transferred (based on the Member’s Capital Account amount being so repurchased or transferred) will be taken into account in determining the Incentive Allocation for the Allocation Period then ending, and the Member’s Loss Recovery Account shall not be adjusted for such Member’s allocable share of the Net Losses of the Fund, if any) as , for the Allocation Period then ending that are attributable to the portion of the end of the current Allocation PeriodInterest so repurchased or transferred. (dc) If a portion After the close of an Allocation Period with respect to a Member's interest is repurchased by , and subject to certain limitations, the Adviser or an Affiliate thereof may withdraw up to 100% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to the Incentive Allocation Account and debited from such Member’s Capital Account with respect to such Allocation Period. The Fund will distribute any balance in the Incentive Allocation Account, subject to audit adjustments, as promptly as practicable after the completion of the audit of the Fund’s books. As promptly as practicable after the completion of the audit of the books of the Fund for the year in which allocations to the Incentive Allocation Account are made, the repurchase Fund shall be deemed allocate to the Incentive Allocation Account any additional amount of Incentive Allocation determined to be made from owed to the earliest capital contribution made by Adviser based on such Member. If audit, and the Adviser shall remit to the Fund any excess amount of the repurchase exceeds the Capital Account balance attributable to such capital contribution, the amount of any excess shall be deemed Incentive Allocation determined to be made from owed to the next oldest capital contributionFund. This attribution process shall continue until The Fund will credit any such amounts received to the full amount of the repurchase has been applied to capital contributions made by such MemberMembers’ Capital Accounts, as applicable.

Incentive Allocation. (a) For purposes At the end of determining each calendar year, each Member's return on investment for the amount year will be determined and a portion of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution Net Capital Appreciation allocated to the FundMember's Capital Account during the year, net of the Allocation Change Member's allocable share of the Management Fee and the Manager Administrative Services Fee, will be reallocated to the Capital Account of the Special Member in the following manner: (1) Net Capital Appreciation up to a 6.00% return will remain allocated to the Capital Account of the Member (the "Preferred Return"); (2) Net Capital Appreciation in excess of the Preferred Return for such Allocation Period and will be reallocated to the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of the Special Member until the Special Member has been allocated the next 0.30% of return (the "Catch-Up"); and (3) thereafter, 95.00% of any Net Capital Appreciation in excess of the Preferred Return plus the Catch-Up will remain allocated to the Capital Account of the Member, and 5.00% of such Net Capital Appreciation will be reallocated to the Capital Account of the Special Member. The amounts reallocated to the Special Member under clauses (2) and (3) above will be referred to as the "Incentive Allocation." (b) So long as the Special Member holds its interest in the Special Member Account, the No Incentive Allocation shall will be debited against the Capital Account of each Member as of the last day of each Allocation Period made with respect to a Member's Capital Account until any cumulative Net Capital Depreciation previously allocated to such Member's Capital Account plus any Management Fees and Manager Administrative Services Fees charged to such Capital Account (collectively, the "Loss Carryforward") have been recovered. Any Loss Carryforward of a Member and will be reduced proportionately to reflect the amount so debited shall simultaneously be credited to the Special Member Accountrepurchase of any portion of that Member's Interest. (c) If only a portion The performance of the Interest of each Capital Contribution made by a Member is repurchased by the Fund as of during a date that would notcalendar year will be separately tracked, but for such repurchase, be the end of an Allocation Period, and the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purposeAllocation, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall Carryforward for a Member will be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period determined separately with respect to each such Capital Contribution as if it were a Member following the repurchase of a portion of the Member's Interest, the Incentive Allocation with respect to such Interest (if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Periodseparate Capital Account. (d) If a portion of particular Capital Contribution relating to a Member's interest is repurchased by Capital Account has been in the Fund for less than a 12-month period, the Incentive Allocation will be determined as follows: (1) the Preferred Return will be the monthly rate of return that, if compounded on a monthly basis for a full year, would result in a return of 6.00% per year, (in other words, a monthly rate of return of 0.4868%), compounded for the number of months such Capital Contribution has been in the Fund and (2) the Catch-Up will be pro-rated to reflect the portion of the year for which such Capital Contribution has been in the Fund. (e) Upon a repurchase of an Interest (other than at the end of a calendar year) from a Member in accordance with Section 4.5, an Incentive Allocation will be determined and allocated to the Special Member, and, in the case of any repurchase shall of a portion of an Interest, as follows: the portion of the Interest being repurchased (and the amount with respect to which the Incentive Allocation is calculated) will be deemed to be made have been taken from the earliest capital contribution made by first Capital Contribution of such Member. If Member (as such Capital Contribution has been adjusted for Net Capital Appreciation and Net Capital Depreciation, Management Fees, Manager Administrative Services Fees and other expenses) until it is decreased to zero and from each subsequent Capital Contribution until such Capital Contribution (as adjusted) is decreased to zero. (f) An Incentive Allocation will be determined in respect of each Member and allocated to the amount Special Member at the time of liquidation of the repurchase exceeds Fund. (g) Any Incentive Allocation to be determined and allocated in respect of a period of less than 12 months will be determined in the same manner as the Incentive Allocation for any Capital Contributions that have been in the Fund for less than a 12-month period, as set out in Section 5.6(d). (h) Within 30 days after the close of each calendar year, the Special Member may withdraw up to 100% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to the Capital Account balance attributable of the Special Member and debited from the Member's Capital Account with respect to the calendar year. Such withdrawal will not cause the Special Member to cease to be the Special Member. (i) The Special Member may assign its right to receive all or any part of the Incentive Allocation to one or more entities that are owned by JPMorgan Chase or its Affiliates and/or certain employees of JPMorgan Chase, and any such entity may, with the consent of the Managing Member, be admitted to the Fund as an additional or substitute Special Member by executing a counterpart of this Agreement or any other instrument evidencing its agreement to be bound by the terms of this Agreement. (j) Subject to the 1940 Act, the Special Member may, in its sole discretion, elect to remit to a Member a portion of the Incentive Allocation made with respect to such capital contribution, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member's Capital Account.

Incentive Allocation. (a) For purposes If in any Fiscal Year, Net Profits are allocated to a particular Holder's Capital Account, there shall be reallocated to the Special Advisory Accounts as of determining the end of such Fiscal Year an aggregate amount equal to 10% of the Net Profits (the "INCENTIVE ALLOCATION"); provided, however, that (i) no Incentive Allocation will be made until the Net Profits for the year exceed such Holder's Loss Carryforward amount (i.e., when calculating the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fundparticular Holder, the Allocation Change and Loss Carryforward amount will first be applied against the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect Net Profits allocated to such Member shall Holder to determine whether there will be determined as if each an Incentive Allocation) and (ii) the annualized rate of return of such capital contribution were a separate Holder's Capital Account of such Memberexceeds the Hurdle Rate. (b) So long as The "LOSS CARRYFORWARD" amount for a particular Holder will be the Special Member holds its interest in the Special Member Account, the Incentive Allocation shall be debited against the Capital Account sum of each Member as of the last day of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited all prior Net Losses allocated to the Special Member AccountHolder that have not been subsequently offset by Net Profits allocated to the Holder; provided, however, that the Loss Carryforward amount will be reduced proportionately to reflect any withdrawals of capital by a Holder (i.e., repurchase of Interests by the Fund from such Holder pursuant to Section 3.6). (c) If only a portion The Special Advisory Holders shall be required to withdraw 100% of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as (computed on the basis of unaudited data) within 60 days of the date on which such date only as Incentive Allocation was credited to that portion the Special Advisory Account. Within 30 days after the completion of any Positive Allocation Change the audit of the books of the Fund for the Allocation Period that is allocable year in which allocations to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period with respect to a Member following the repurchase of a portion of the Member's InterestSpecial Advisory Accounts are made, the Fund shall allocate to the Special Advisory Accounts any additional amount of Incentive Allocation with respect determined to such Interest (if any) shall be determined owed to the Special Advisory Holders based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period audit, and the balance Special Advisory Holders shall contribute to the Fund any excess amount of Incentive Allocation determined to be owed to the Loss Recovery Account (if any) as of the end of the current Allocation PeriodFund. (d) If a portion of a Member's interest In the event there is repurchased by the Fundmore than one Special Advisory Holder, the repurchase Incentive Allocation allocable to the Special Advisory Accounts shall be deemed allocated to be made from such accounts on pro rata basis unless the earliest capital contribution made by such Member. If the amount Special Advisory Holders agree otherwise, subject to approval of the repurchase exceeds Holders as and if required under the Capital Account balance attributable Investment Company Act. For purposes of this Section 8.5, "Net Profits" and "Net Losses" allocated to such capital contributiona Holder shall include items allocated pursuant to Sections 8.4, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member8.5, 8.6, 8.8, 8.9 and 8.10 hereof.

Incentive Allocation. (a) For purposes At the end of determining each calendar year, each Member's return on investment for the amount year will be determined and a portion of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution Net Capital Appreciation allocated to the FundMember's Capital Account during the year, net of the Allocation Change and Member's allocable share of the Preferred Return for such Allocation Period and Management Fee, will be reallocated to the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of the Special Member in the following manner: 95% of any Net Capital Appreciation will remain allocated to the Capital Account of the Member, and 5% of such Net Capital Appreciation will be reallocated to the Capital Account of the Special Member. The amounts reallocated to the Special Member will be referred to as the "Incentive Allocation." (b) So long as the Special Member holds its interest in the Special Member Account, the No Incentive Allocation shall will be debited against the Capital Account of each Member as of the last day of each Allocation Period made with respect to a Member's Capital Account until any cumulative Net Capital Depreciation previously allocated to such Member's Capital Account plus any Management Fees charged to such Capital Account (collectively, the "Loss Carryforward") have been recovered. Any Loss Carryforward of a Member and will be reduced proportionately to reflect the amount so debited shall simultaneously be credited to the Special Member Accountrepurchase of any portion of that Member's Interest. (c) If only The performance of each Capital Contribution made by a Member during a calendar year will be separately tracked, and the Incentive Allocation and any Loss Carryforward for a Member will be determined separately with respect to each such Capital Contribution as if it were a separate Capital Account. (d) Upon a repurchase of an Interest (other than at the end of a calendar year) from a Member in accordance with Section 4.5, an Incentive Allocation will be determined and allocated to the Special Member, and, in the case of any repurchase of a portion of the Interest of a Member is repurchased by the Fund an Interest, as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to follows: the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change being repurchased (and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period amount with respect to a Member following the repurchase of a portion of the Member's Interest, which the Incentive Allocation with is calculated) will be deemed to have been taken from the first Capital Contribution of such Member (as such Capital Contribution has been adjusted for Net Capital Appreciation and Net Capital Depreciation, Management Fees and other expenses) until it is decreased to zero and from each subsequent Capital Contribution until such Capital Contribution (as adjusted) is decreased to zero. (e) An Incentive Allocation will be determined in respect of each Member and allocated to such Interest the Special Member at the time of liquidation of the Fund. (if anyf) shall Any Incentive Allocation to be determined and allocated in respect of a period of less than 12 months will be determined based on the Positive Allocation Change and Preferred Return for Net Capital Appreciation over the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Periodrelevant period. (dg) If Within 30 days after the close of each calendar year, the Special Member may withdraw up to 100% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to the Capital Account of the Special Member and debited from the Member's Capital Account with respect to the calendar year. Such withdrawal will not cause the Special Member to cease to be the Special Member. (h) The Special Member may assign its right to receive all or any part of the Incentive Allocation to one or more entities that are owned by JPMorgan Chase or its Affiliates and/or certain employees of JPMorgan Chase, and any such entity may, with the consent of the Managing Member, be admitted to the Fund as an additional or substitute Special Member by executing a counterpart of this Agreement or any other instrument evidencing its agreement to be bound by the terms of this Agreement. (i) Subject to the 1940 Act, the Special Member may, in its sole discretion, elect to remit to a Member a portion of a the Incentive Allocation made with respect to such Member's interest is repurchased by the Fund, the repurchase shall be deemed to be made from the earliest capital contribution made by such Member. If the amount of the repurchase exceeds the Capital Account balance attributable to such capital contribution, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such MemberAccount.

Incentive Allocation. (a) For purposes If in any Fiscal Year, Net Profits are allocated to a particular Holder's Capital Account, there shall be reallocated to the Special Advisory Accounts as of determining the end of such Fiscal Year an aggregate amount equal to 10% of the Net Profits (the "INCENTIVE ALLOCATION"); provided, however, that (i) no Incentive Allocation will be made until the Net Profits for the year exceed such Holder's Loss Carryforward amount (i.e., when calculating the amount of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution to the Fundparticular Holder, the Allocation Change and Loss Carryforward amount will first be applied against the Preferred Return for such Allocation Period and the balance in the Loss Recovery Account with respect Net Profits allocated to such Member shall Holder to determine whether there will be determined as if each an Incentive Allocation) and (ii) the annualized rate of return of such capital contribution were a separate Holder's Capital Account of such Memberexceeds the Hurdle Rate. (b) So long as The "LOSS CARRYFORWARD" amount for a particular Holder will be the Special Member holds its interest in the Special Member Account, the Incentive Allocation shall be debited against the Capital Account sum of each Member as of the last day of each Allocation Period with respect to such Member and the amount so debited shall simultaneously be credited all prior Net Losses allocated to the Special Member AccountHolder that have not been subsequently offset by Net Profits allocated to the Holder; provided, however, that the Loss Carryforward amount will be reduced proportionately to reflect any withdrawals of capital by a Holder (i.e., repurchase of Interests by the Fund from such Holder pursuant to Section 10.4). (c) If only a portion The Special Advisory Holders shall be required to withdraw 100% of the Interest of a Member is repurchased by the Fund as of a date that would not, but for such repurchase, be the end of an Allocation Period, the Incentive Allocation shall be made as (computed on the basis of unaudited data) within 60 days of the date on which such date only as Incentive Allocation was credited to that portion the Special Advisory Account. Within 30 days after the completion of any Positive Allocation Change the audit of the books of the Fund for the Allocation Period that is allocable year in which allocations to the portion of the Interest repurchased. For this purpose, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period with respect to a Member following the repurchase of a portion of the Member's InterestSpecial Advisory Accounts are made, the Fund shall allocate to the Special Advisory Accounts any additional amount of Incentive Allocation with respect determined to such Interest (if any) shall be determined owed to the Special Advisory Holders based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period audit, and the balance Special Advisory Holders shall contribute to the Fund any excess amount of Incentive Allocation determined to be owed to the Loss Recovery Account (if any) as of the end of the current Allocation PeriodFund. (d) If a portion of a Member's interest In the event there is repurchased by the Fundmore than one Special Advisory Holder, the repurchase Incentive Allocation allocable to the Special Advisory Accounts shall be deemed allocated to be made from such accounts on pro rata basis unless the earliest capital contribution made by such Member. If the amount Special Advisory Holders agree otherwise, subject to approval of the repurchase exceeds Holders as and if required under the Capital Account balance attributable Investment Company Act. For purposes of this Section 8.5, "Net Profits" and "Net Losses" allocated to such capital contributiona Holder shall include items allocated pursuant to Sections 8.4, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member8.5, 8.6, 8.8, 8.9 and 8.10 hereof.

Incentive Allocation. (a) For purposes At the end of determining each calendar year, each Member's return on investment for the amount year will be determined and a portion of the Incentive Allocation for any Allocation Period, if a Member has made more than one capital contribution Net Capital Appreciation allocated to the FundMember's Capital Account during the year, net of the Allocation Change and Member's allocable share of the Management Fee, will be reallocated to the Capital Account of the Special Member in the following manner: (1) Net Capital Appreciation up to a 6.00% return will remain allocated to the Capital Account of the Member (the "Preferred Return"); (2) Net Capital Appreciation in excess of the Preferred Return for such Allocation Period and will be reallocated to the balance in the Loss Recovery Account with respect to such Member shall be determined as if each such capital contribution were a separate Capital Account of the Special Member until the Special Member has been allocated the next 0.30% of return (the "Catch-Up"); and (3) thereafter, 95.00% of any Net Capital Appreciation in excess of the Preferred Return plus the Catch-Up will remain allocated to the Capital Account of the Member, and 5.00% of such Net Capital Appreciation will be reallocated to the Capital Account of the Special Member. The amounts reallocated to the Special Member under clauses (2) and (3) above will be referred to as the "Incentive Allocation." (b) So long as the Special Member holds its interest in the Special Member Account, the No Incentive Allocation shall will be debited against the Capital Account of each Member as of the last day of each Allocation Period made with respect to a Member's Capital Account until any cumulative Net Capital Depreciation previously allocated to such Member's Capital Account plus any Management Fees charged to such Capital Account (collectively, the "Loss Carryforward") have been recovered. Any Loss Carryforward of a Member and will be reduced proportionately to reflect the amount so debited shall simultaneously be credited to the Special Member Accountrepurchase of any portion of that Member's Interest. (c) If only a portion The performance of the Interest of each Capital Contribution made by a Member is repurchased by the Fund as of during a date that would notcalendar year will be separately tracked, but for such repurchase, be the end of an Allocation Period, and the Incentive Allocation shall be made as of such date only as to that portion of any Positive Allocation Change for the Allocation Period that is allocable to the portion of the Interest repurchased. For this purposeAllocation, pro rata portions of the Positive Allocation Change and the Preferred Return for the Allocation Period, and any balance in the Loss Recovery Account, shall Carryforward for a Member will be deemed associated with the portion of the Interest repurchased, and there shall be a corresponding reduction made in the Positive Allocation Change, Preferred Return and Loss Recovery Account balance (if any) associated with the remaining Interest. As of the end of the next Allocation Period determined separately with respect to each such Capital Contribution as if it were a Member following the repurchase of a portion of the Member's Interest, the Incentive Allocation with respect to such Interest (if any) shall be determined based on the Positive Allocation Change and Preferred Return for the period from the beginning of the Allocation Period in which such repurchase was made through the end of the current Allocation Period and the balance of the Loss Recovery Account (if any) as of the end of the current Allocation Periodseparate Capital Account. (d) If a portion of particular Capital Contribution relating to a Member's interest is repurchased by Capital Account has been in the Fund for less than a 12-month period, the Incentive Allocation will be determined as follows: (1) the Preferred Return will be the monthly rate of return that, if compounded on a monthly basis for a full year, would result in a return of 6% per year, (in other words, a monthly rate of return of 0.4868%), compounded for the number of months such Capital Contribution has been in the Fund and (2) the Catch-Up will be prorated to reflect the portion of the year for which such Capital Contribution has been in the Fund. (e) Upon a repurchase of an Interest (other than at the end of a calendar year) from a Member in accordance with Section 4.5, an Incentive Allocation will be determined and allocated to the Special Member, and, in the case of any repurchase shall of a portion of an Interest, as follows: the portion of the Interest being repurchased (and the amount with respect to which the Incentive Allocation is calculated) will be deemed to be made have been taken from the earliest capital contribution made by first Capital Contribution of such Member. If Member (as such Capital Contribution has been adjusted for Net Capital Appreciation and Net Capital Depreciation, Management Fees and other expenses) until it is decreased to zero and from each subsequent Capital Contribution until such Capital Contribution (as adjusted) is decreased to zero. (f) An Incentive Allocation will be determined in respect of each Member and allocated to the amount Special Member at the time of liquidation of the repurchase exceeds Fund. (g) Any Incentive Allocation to be determined and allocated in respect of a period of less than 12 months will be determined in the same manner as the Incentive Allocation for any Capital Contributions that have been in the Fund for less than a 12-month period, as set out in Section 5.6(d). (h) Within 30 days after the close of each calendar year with respect to each Member, the Special Member may withdraw up to 100% of the Incentive Allocation (computed on the basis of unaudited data) that was credited to the Capital Account balance attributable of the Special Member and debited from the Member's Capital Account with respect to the calendar year. (i) The Special Member may assign its right to receive all or any part of the Incentive Allocation to one or more entities that are owned by JPMorgan Chase or its Affiliates and/or certain employees of JPMorgan Chase, and any such entity may, with the consent of the Managing Member, be admitted to the Fund as an additional or substitute Special Member by executing a counterpart of this Agreement or any other instrument evidencing its agreement to be bound by the terms of this Agreement. The Special Member may be allocated an Incentive Allocation as of December 31, 2003 for the period ending on such date. (j) The Special Member may, in its sole discretion, elect to rebate to a Member a portion of the Incentive Allocation made with respect to such capital contribution, the amount of any excess shall be deemed to be made from the next oldest capital contribution. This attribution process shall continue until the full amount of the repurchase has been applied to capital contributions made by such Member's Capital Account.