Common use of Incentive Allocation Clause in Contracts

Incentive Allocation. (a) As of the last day of the Incentive Period, after giving effect to allocations pursuant to Sections 5.4, 5.8 and 5.9 for the period, but before giving effect to any distributions pursuant to Section 5.10, repurchases of Interests by the Fund pursuant to Section 6.3, or debits to such Investor's Capital Account to reflect any items not chargeable ratably to all Investors pursuant to Section 5.6, the Incentive Allocation will be charged to each Investor's Capital Account (other than that of any Special Member) and paid to the Adviser and Subadviser and/or credited to the relevant Special Advisory Account pursuant to the terms of the advisory agreement between the Fund and the Adviser and the subadvisory agreement between the Fund, the Adviser and the Subadviser, each as in effect from time to time. (b) The "INCENTIVE ALLOCATION" with respect to any Investor Interest, other than any Special Member Interest, for an Incentive Period equals ten percent (10%) of the excess, if any, of (i) Net Profits (less Net Losses) allocated to such Investor's Capital Account for such Incentive Period over (ii) the greater of (A) the Investor's Hurdle Rate Amount for that Incentive Period, and (B) the Investor's Loss Carryforward as of the end of the prior Incentive Period. (c) An Investor's "LOSS CARRYFORWARD" for the initial Incentive Period shall be zero and for each Incentive Period thereafter shall equal such Investor's Loss Carryforward for the prior Incentive Period, increased or decreased (but not below zero) by the positive or negative difference, as the case may be, between the Net Loss over the Net Profit allocated to such Investor for the current Incentive Period. (d) For purposes of maintaining Capital Account balances and allocations, in the case of a repurchase of only a portion of an Interest other than on the last business day of the calendar year, the Investor shall be treated as having two independent Interests in the Fund, one of which is being repurchased in its entirety and the Incentive Period with respect to which terminates on the repurchase date. In the case of a distribution to a Seed Member other than on the last business day of the calendar year, the distributed portion of the Seed Member's Capital Account will be treated as an independent Interest which is being distributed in its entirety to the Seed Member and the Incentive Period with respect to which terminates on the distribution date. Net Profit and Net Loss allocated to the Investor and all Capital Contributions made by the Investor during the Incentive Period prior to such repurchase or distribution, and the Investor's opening Capital Account balance and Loss Carryforward as of the beginning of such Incentive Period, shall be allocated between the two Interests based on the Investor's Allocation Ratio.

Incentive Allocation. (a) As In accordance with the terms of the last day Private Offering Memorandum, with respect to Units of certain Classes, at the end of each calendar month, the Managing Member will compute the incentive allocation ("Incentive Allocation") for all of the Units in Classes for which an Incentive Period, after giving effect Allocation is due. The Incentive Allocation applicable to allocations pursuant to Sections 5.4, 5.8 the Class A Units and 5.9 for the period, but before giving effect to any distributions pursuant to Section 5.10, repurchases Class B Units shall be 10% of Interests by the Fund pursuant to Section 6.3, or debits all New Net Profits earned with respect to such Investor's Capital Account Units in the calendar month for which the calculation is being made. The Incentive Allocation applicable to reflect any items the Class C Units and the Class D Units shall be 5% of all New Net Profits earned with respect to such Units in the calendar months for which the calculation is being made. The Class E Units shall not chargeable ratably to all Investors pursuant to Section 5.6, -8- ------------------------------------------------------------------------------- be assessed an Incentive Allocation. Fifty percent of the aggregate Incentive Allocation will be charged to each Investor's Capital Account (other than that of any Special Member) and paid allocated to the Adviser Managing Member, and Subadviser and/or credited 50% of the aggregate Incentive Allocation will be allocated to the relevant Special Advisory Account pursuant to the terms of the advisory agreement between the Fund and the Adviser and the subadvisory agreement between the Fund, the Adviser and the Subadviser, each as in effect from time to timeSub-Advisor. (b) The "INCENTIVE ALLOCATION" with respect Once an Incentive Allocation has been allocated to the Managing Member and Sub-Advisor as to any Investor InterestUnit, other than any Special it shall be retained by the Managing Member Interest, for an Incentive Period equals ten percent (10%) of the excess, if any, of (i) Net Profits (less Net Losses) allocated and Sub-Advisor notwithstanding subsequent losses as to such Investor's Capital Account for such Incentive Period over (ii) the greater of (A) the Investor's Hurdle Rate Amount for that Incentive Period, and (B) the Investor's Loss Carryforward as of the end of the prior Incentive PeriodUnit. (c) An Investor's "LOSS CARRYFORWARD" for Notwithstanding anything in this Agreement to the initial contrary, (i) the Incentive Period shall Allocation to be zero and for each Incentive Period thereafter shall equal such Investor's Loss Carryforward for charged against the prior Incentive Period, increased or decreased (but not below zero) by the positive or negative difference, as the case may be, between the Net Loss over the Net Profit allocated to such Investor for the current Incentive Period. (d) For purposes of maintaining Capital Account balances and allocations, of any Member in accordance with the case of a repurchase of only a portion of an Interest other than on the last business day of the calendar year, the Investor shall procedures set forth in this Section 4.3 may be treated as having two independent Interests in the Fund, one of which is being repurchased in its entirety and the Incentive Period reduced or waived entirely with respect to which terminates on any Member in the repurchase date. In the case of a distribution to a Seed Member other than on the last business day sole and absolute discretion of the calendar yearManaging Member, and (ii)an increased or different allocation than the distributed portion of the Seed Member's Capital Account will Incentive Allocation may be treated as an independent Interest which is being distributed in its entirety charged to the Seed Units of any Member and with the Incentive Period with respect to which terminates on the distribution date. Net Profit and Net Loss allocated to the Investor and all Capital Contributions made by the Investor during the Incentive Period prior to such repurchase or distribution, and the Investor's opening Capital Account balance and Loss Carryforward as of the beginning consent of such Incentive Period, shall be allocated between the two Interests based on the Investor's Allocation RatioMember or if required by law or regulation.

Incentive Allocation. (a1) As Subject to Sections 3.5(c), 3.5(d), 3.6(d), 3.6(e), and 4.2(e) at the end of each calendar year of the last day of the Incentive Period, after giving effect to allocations pursuant to Sections 5.4, 5.8 and 5.9 for the period, but before giving effect to any distributions pursuant to Section 5.10, repurchases of Interests by the Fund pursuant to Section 6.3, or debits to such Investor's Capital Account to reflect any items not chargeable ratably to all Investors pursuant to Section 5.6, the Incentive Allocation will be charged to each Investor's Capital Account (other than that of any Special Member) and paid to the Adviser and Subadviser and/or credited to the relevant Special Advisory Account pursuant to the terms of the advisory agreement between the Fund and the Adviser and the subadvisory agreement between the Fund, the Adviser and the Subadviser, each as in effect from time to time. (b) The "INCENTIVE ALLOCATION" with respect to any Investor Interest, other than any Special Member InterestPartnership, for each Limited Partner (with an Incentive Period equals ten adjustment made, if necessary, following any annual audit), an amount equal to twenty percent (1020%) of the excess, if any, of (i) Net Profits (less Net Losses) allocated the aggregate Individual Profit credited to such Investor's Limited Partner’s Capital Account for any Accounting Period included in such Incentive Period calendar year, over (ii) the greater of (A) aggregate Individual Loss charged to such Partner’s Capital Account for any Accounting Period included in such calendar year and any Net Loss Carryforwards, shall be reallocated from each such Limited Partner’s Capital Account and credited to the Investor's Hurdle Rate Amount for that Incentive Period, and (B) the Investor's Loss Carryforward as Capital Account of the end of General Partner (the prior “Incentive PeriodAllocation”). (c2) An InvestorNo Incentive Allocation will be made with respect to any Limited Partner's "LOSS CARRYFORWARD" for Capital Account unless the initial Incentive Period shall be zero and for each Incentive Period thereafter shall equal such Investor's Loss Carryforward for the prior Incentive Period, increased or decreased (but not below zero) by the positive or negative difference, as the case may be, between the Net Loss over the Net amount of Individual Profit allocated to such Investor for the current Incentive Period. (d) For purposes of maintaining Capital Account balances and allocations, in the case of a repurchase of only a portion of an Interest other than on the last business day of the calendar year, the Investor shall be treated as having two independent Interests in the Fund, one of which is being repurchased in its entirety and the Incentive Period with respect to which terminates on the repurchase date. In the case of a distribution to a Seed Member other than on the last business day of the calendar year, the distributed portion of the Seed MemberLimited Partner's Capital Account will be treated as for that calendar year (or other relevant Accounting Period) exceeds an independent Interest which is being distributed in its entirety to the Seed Member and the Incentive Period with respect to which terminates on the distribution date. Net Profit and Net Loss allocated to the Investor and all Capital Contributions made by the Investor during the Incentive Period prior to annual rate of 3.25% of such repurchase Limited Partner's year or distribution, and the Investor's intra-year opening Capital Account balance (as adjusted for mid-year Capital Contributions and Loss Carryforward as withdrawals) (the “Hurdle Rate”). If Individual Profits are generated in excess of the beginning Hurdle Rate, the Incentive Allocation will apply to all Individual Profits (not just those in excess of the Hurdle Rate). While the Incentive Allocation is adjusted for Net Loss Carryforwards, there will be no similar adjustment for, or carryforward made in, any prior calendar year(s) where there was no Individual Loss, but Individual Profit was less than the Hurdle Rate; any shortfalls in Individual Profit compared to the Hurdle Rate are not carried over for any Partner. Accordingly, the Incentive Allocation will be made even if the Individual Profit does not exceed the Hurdle Rate in any previous year(s) or over the life of such Limited Partner's investment. In no event shall any portion of the Incentive PeriodAllocation made to the General Partner for any prior period be returned to a Limited Partner. (3) The Incentive Allocation, shall if any, or any portion thereof, may be allocated between increased, waived, or reduced by the two Interests based on General Partner for any Limited Partner in its sole discretion, provided that in the Investor's event of any increase, prior notice thereof is given to any such Limited Partner. Notwithstanding any other provision herein, in the sole discretion of the General Partner, the Incentive Allocation Ratiomay be calculated differently with respect to any Limited Partner. (4) The General Partner may set aside a certain portion of the Partnership’s assets as cash in order to ensure sufficient funds to cover its Incentive Allocations, if any, whether accrued or anticipated. Alternatively, the General Partner may, in its sole discretion, sell or assign, regardless of whether such selling or assignment would otherwise occur in the normal course of the Partnership’s business, a respective portion of the Partnership’s assets necessary to cover its Incentive Allocations, if any, whether accrued or anticipated. If the Partnership does not have sufficient cash available or the General Partner is unable to sell or assign a sufficient portion of the Partnership’s assets, then the General Partner may, in its sole discretion, (i) receive an in-kind distribution of Partnership assets, and/or (ii) cause the Partnership to borrow funds for the sole purpose of covering its Incentive Allocations, if any, whether accrued or anticipated.

Incentive Allocation. (a) As of If in any Fiscal Year the last day of the Incentive Period, after giving effect Net Profits allocated to allocations pursuant to Sections 5.4, 5.8 and 5.9 for the period, but before giving effect to any distributions pursuant to Section 5.10, repurchases of Interests by the Fund pursuant to Section 6.3, or debits to such a particular Investor's Capital Account exceed the Investor's Hurdle Rate (defined below), there shall be reallocated to reflect any items not chargeable ratably the Special Advisory Account as of the end of such Fiscal Year an amount equal to all Investors pursuant to Section 5.6[__%]of the Investor's Net Profits (the "Incentive Allocation"); provided, the however, that no Incentive Allocation will be charged to each made until the Net Profits for the year exceed such Investor's Capital Account Loss Carryforward amount (other than that of any Special Memberdefined below) and paid to Hurdle Rate (i.e., when calculating the Adviser and Subadviser and/or credited to the relevant Special Advisory Account pursuant to the terms amount of the advisory agreement between Incentive Allocation for a particular Investor, the Fund Loss Carryforward amount will first be applied against the Net Profits allocated to such Investor, and the Adviser and remaining Net Profits will be measured against the subadvisory agreement between the Fund, the Adviser and the Subadviser, each as in effect from time Hurdle Rate to timedetermine whether there will be an Incentive Allocation). (b) The "INCENTIVE ALLOCATIONHurdle Rate" with respect to an Investor for any Fiscal Year will be the return the Investor Interest, other than any Special Member Interest, for an Incentive Period equals ten percent (10%) of the excess, would have received if any, of (i) Net Profits (less Net Losses) allocated an amount equal to such Investor's Capital Account for such Incentive Period over (ii) the greater of (A) the Investor's Hurdle Rate Amount for that Incentive Period, and (B) the Investor's Loss Carryforward as of the end of the prior Incentive Period. (c) An Investor's "LOSS CARRYFORWARD" for the initial Incentive Period shall be zero and for each Incentive Period thereafter shall equal such Investor's Loss Carryforward for the prior Incentive Period, increased or decreased (but not below zero) by the positive or negative difference, as the case may be, between the Net Loss over the Net Profit allocated to such Investor for the current Incentive Period. (d) For purposes of maintaining Capital Account balances and allocations, in the case of a repurchase of only a portion of an Interest other than on the last business day of the calendar year, the Investor shall be treated as having two independent Interests in the Fund, one of which is being repurchased in its entirety and the Incentive Period with respect to which terminates on the repurchase date. In the case of a distribution to a Seed Member other than on the last business day of the calendar year, the distributed portion of the Seed Member's Capital Account will be treated as an independent Interest which is being distributed in its entirety to the Seed Member and the Incentive Period with respect to which terminates on the distribution date. Net Profit and Net Loss allocated to the Investor and all Capital Contributions made by the Investor during the Incentive Period prior to such repurchase or distribution, and the Investor's opening Capital Account balance and Loss Carryforward as of the beginning of such Incentive PeriodFiscal Year (or, in the case of an Investor making an initial capital contribution during such Fiscal Year, the amount of such capital contribution) and (ii) an amount equal to any additional capital contributions made by such Investor during such Fiscal Year, had been invested at a rate equal to the 1-Year Constant Maturity Treasury Index. (c) The "Loss Carryforward" amount for a particular Investor will be the sum of all prior Net Losses allocated to the Investor that have not been subsequently offset by Net Profits allocated to the Investor; provided, however, that the Loss Carryforward amount will be reduced proportionately to reflect any withdrawals of capital by an Investor (i.e., repurchase of Interests by the Fund from such Investor pursuant to Section 4.6). (d) The Special Advisory Member shall be allocated between required to withdraw 100% of the two Interests Incentive Allocation (computed on the basis of unaudited data) within 60 days of the date on which such Incentive Allocation 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 allocate to the Special Advisory Account any additional amount of Incentive Allocation determined to be owed to the Special Advisory Member based on the Investor's audit, and the Special Advisory Member shall contribute to the Fund any excess amount of Incentive Allocation Ratiodetermined to be owed to the Fund. (e) By way of clarification, "Net Profits" and "Net Losses" allocated to an Investor shall include items allocated pursuant to Sections 5.5 and 5.6 hereof, as well as Section 5.4 hereof.

Incentive Allocation. (a) As At the end of any Incentive Allocation Period, the General Partner, an Affiliate thereof or other designee of the General Partner shall be allocated and, subject to Section 5.07(d), paid as a distribution an incentive allocation (“Incentive Allocation”) with respect to each Commitment of a Limited Partner, and the aggregate Units issued in respect of the aggregate Capital Contribution made in respect of such Commitment, in an amount equal to the following: (i) If a Limited Partner’s Performance Amount through the last day of such Incentive Allocation Period exceeds the sum of (x) such Limited Partner’s Loss Recovery Amount, if any, and (y) the Hurdle Amount for such Incentive Allocation Period: (A) First, after giving effect the General Partner shall be allocated and distributed 80% of such excess amount and such Limited Partner shall be allocated 20% of such excess amount until the General Partner has received an amount equal to allocations 20% of the sum of (I) the Hurdle Amount for such Incentive Allocation Period and (II) the amounts allocated and distributed to the General Partner and the Limited Partner pursuant to Sections 5.4this subclause (A); and (B) Thereafter, 5.8 the General Partner shall be allocated and 5.9 for distributed 20% of any remaining excess amount. (ii) Alternatively, the periodGeneral Partner may, but before giving effect in its discretion, determine to any distributions pursuant to Section 5.10, repurchases of Interests by the Fund pursuant to Section 6.3, or debits to such Investor's Capital Account to reflect any items not chargeable ratably to all Investors pursuant to Section 5.6, have the Incentive Allocation will be charged paid, in full or in part, as a fee to each Investor's Capital Account (an Affiliate thereof or other designee, without duplication, rather than that of any Special Member) and paid to the Adviser and Subadviser and/or credited to the relevant Special Advisory Account pursuant to the terms of the advisory agreement between the Fund and the Adviser and the subadvisory agreement between the Fund, the Adviser and the Subadviser, each as in effect from time to timean allocation. (b) The "INCENTIVE ALLOCATION" with respect Notwithstanding the foregoing, the General Partner may, in its discretion, allocate and distribute the Incentive Allocation at the time of any current distribution to a Limited Partner or any Investor InterestLiquidity Event, other than any Special Member Interestin each case, for an to the extent such Limited Partner’s Performance Amount (taking into account only the aggregate amount of distribution proceeds distributed to such Limited Partner or the aggregate amount of Units of such Limited Partner affected by such Liquidity Event over the applicable Incentive Period equals ten percent Allocation Period) exceeds the sum of (10%x) of the excessLoss Recovery Amount, if any, and (y) the Hurdle Amount. (c) Each Limited Partner shall bear its share of the Incentive Allocation directly through its ownership of Units and each Feeder Limited Partner shall bear its share of the Incentive Allocation indirectly through its ownership of Feeder Fund Units. For purposes of calculating the Incentive Allocation, each Commitment of a Limited Partner shall be treated separately for purposes of calculating the Incentive Allocation. (id) Net Profits (less Net Losses) At the end of each Incentive Allocation Period, the Incentive Allocation with respect to each Limited Partner shall be distributed to the General Partner, an Affiliate thereof or other designee, as applicable, in cash, reinvested in Units or allocated to such Investor's Capital Account for such Incentive Period over the General Partner, an Affiliate thereof or other designee, as applicable, in the form of a combination of cash and Units, in the General Partner’s discretion. The number of Units held with respect to a Limited Partner may be reduced by a number of Units with an aggregate Net Asset Value (ii) based upon the greater of (A) the Investor's Hurdle Rate Amount for that Incentive Period, and (B) the Investor's Loss Carryforward Net Asset Value per Unit as of the end of such Incentive Allocation Period) equal to the prior amount of such Incentive Allocation. To the extent that the General Partner elects to reinvest and not distribute any portion or all of such Incentive Allocation, the General Partner, its Affiliate or other designee, as applicable, shall be credited with Units with an aggregate Net Asset Value equal to the amount of the reinvested Incentive Allocation as of the end of such Incentive Allocation Period. (ce) An Investor's "LOSS CARRYFORWARD" for For the initial avoidance of doubt and notwithstanding the foregoing, the Incentive Period shall Allocation may be zero and for allocated at the level of the Partnership, at the level of any Intermediate Entity, at the level of any Feeder Fund or at the level of any subsidiary of the Partnership, in each Incentive Period thereafter shall equal such Investor's Loss Carryforward for case at the prior Incentive Period, increased or decreased (but not below zero) by discretion of the positive or negative difference, as the case may be, between the Net Loss over the Net Profit allocated to such Investor for the current Incentive PeriodGeneral Partner. (df) For purposes Units held by the General Partner, one or more other Affiliates of maintaining Capital Account balances and allocationsCIM, the Principals and/or entities controlled by one or more of the Principals may, to the extent determined by the General Partner in its discretion, not be subject to the Incentive Allocation provisions described above. The General Partner may, in the case its discretion, waive, reduce, calculate differently or defer allocation of a repurchase of only a portion of an Interest other than on the last business day of the calendar year, the Investor shall be treated as having two independent Interests in the Fund, one of which is being repurchased in its entirety and the Incentive Period with respect to which terminates on the repurchase date. In the case of a distribution to a Seed Member other than on the last business day of the calendar year, the distributed all or any portion of the Seed Member's Capital Account will be treated as an independent Interest which is being distributed in its entirety Incentive Allocation attributable to the Seed Member and the Incentive Period with respect to which terminates on the distribution date. Net Profit and Net Loss allocated to the Investor and all Capital Contributions made by the Investor during the Incentive Period prior to such repurchase or distribution, and the Investor's opening Capital Account balance and Loss Carryforward as any Units of the beginning of such Incentive Period, shall be allocated between the two Interests based on the Investor's Allocation Ratioany other Limited Partner.