Common use of New Issues Clause in Contracts

New Issues. (a) The General Partner, in its sole and absolute discretion, shall have the authority to cause the Partnership to participate from time to time, directly or indirectly, in securities which are part of an initial public distribution. Under current rules adopted by the National Association of Securities Dealers, Inc. (“NASD”), certain persons engaged in the securities, banking or financial services industries (and members of their family) (collectively, “Restricted Persons”) are restricted from participating in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “New Issues Account”). Participation in New Issues Accounts shall be limited to (i) those Partners who are not Restricted Persons and (ii) those Partners who are Restricted Persons but only to the extent that such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share of profit sharing with respect to any profits arising from New Issues trades. (b) In the event a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will be transferred from the Partnership to the New Issues Account. Securities held in the New Issues Account will be held there until they are eventually sold. Upon the sale of New Issues, the proceeds in the New Issues Account will be transferred back to the Partnership’s regular Capital Accounts. Any profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will be credited or debited to the Capital Accounts of Partners participating in the New Issues Account in accordance with their Interests therein. In the event the Partnership establishes one or more New Issues Accounts, the General Partner shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the extent not prohibited by rules of the NASD, consist of: (i) assessing an interest charge to the Capital Accounts of non-restricted Partners, in favor of the Partnership, in an amount deemed appropriate to compensate the Partnership for the use of capital by non-restricted Partners in connection with New Issue trades; or (ii) such other adjustment as the General Partner considers equitable and is not inconsistent with the rules of the NASD. (c) In the event the NASD adopts amendments to its New Issue rules, the General Partner is authorized to amend this Agreement without the consent of the Limited Partners to conform to such amendments, including but not limited to providing for a greater participation by Restricted Persons in the New Issues Account to extent permitted by such new rules. (d) In addition to the foregoing provisions with respect to New Issues, to the extent that certain Partners are restricted from participating in any other transactions of the Partnership by applicable laws or regulations, or for any other reason determined by the General Partner in good faith, the General Partner may, in its discretion, establish one or more separate memorandum accounts to hold such investments and isolate ownership away from such restricted Partners. Only those Partners who the General Partner determines are eligible shall participate in such accounts.

New Issues. (a) The In the event the General Partner, in its sole and absolute discretion, shall have Partner or any investment adviser or manager retained by the authority General Partner decides to cause the Partnership to participate from time to time, directly or indirectly, invest in securities which are part considered to be a “new issue” as that term is defined in Conduct Rule 2790 of an initial public distribution. Under current rules adopted by the National Association of Securities DealersNASD, Inc. such investment shall be made in accordance with the following provisions: (“NASD”), certain persons engaged a) any such investment made in the securities, banking or financial services industries (and members of their family) (collectively, “Restricted Persons”) are restricted from participating a particular Fiscal Period shall be made in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption special account (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “New Issues Account”). Participation , which account shall be a separate brokerage account with a separate brokerage number; (b) Partners who do not fall within the proscription of the Conduct Rules (“Unrestricted Partners”) shall have a beneficial interest in the New Issues Accounts shall be limited to (i) those Account and Partners who are not fall within the proscription of the Conduct Rules (“Restricted Persons and (iiPartners”) those Partners who are Restricted Persons but may, in the sole discretion of the General Partner, have a beneficial interest in the New Issues Account only to the extent that such participation permitted by Restricted Persons does not exceed the De Minimus Limit. To Conduct Rules (i.e. 10% in the extent not prohibited by applicable NASD rules, the General aggregate); (c) each Unrestricted Partner shall be entitled to receive its share have a beneficial interest in the Unrestricted Partners’ portion of profit sharing with respect to any profits arising from New Issues trades. (b) In the event a New Issues Account is established(which may constitute the entire New Issues Account) for any Fiscal Period in the proportion which (i) such Unrestricted Partner’s Capital Account as of the beginning of the Fiscal Period bore to (ii) the sum of the Capital Accounts of all Unrestricted Partners as of the beginning of such Fiscal Period; (d) each Restricted Partner shall have a beneficial interest in the Restricted Partners’ portion of the New Issues Account, if any, for any Fiscal Period in the proportion which (i) such Restricted Partner’s Capital Account as of the beginning of the Fiscal Period bore to effect (ii) the sum of the Capital Accounts of all Restricted Partners as of the beginning of such Fiscal Period; (e) funds required to make a transaction in New Issues, the requisite funds will particular investment shall be transferred from the Partnership to the New Issues Account from the regular account of the Partnership; securities involved in the public distribution shall be purchased in the New Issues Account. Securities , held in the New Issues Account will be held there until they are and either eventually sold from the New Issues Account or, to the extent permissible, transferred to the regular account at the then fair market value. If sold. Upon the sale of New Issues, the proceeds of the sale shall be transferred from the New Issues Account to the regular account of the Partnership; (f) as of the last day of each Fiscal Period in which a particular investment or investments are held in the New Issues Account will and if the General Partner determines, in its sole discretion, that it is necessary to ensure the equitable treatment of Partners: (i) interest shall be transferred back debited from the Capital Accounts of the Partners in accordance with their pro rata beneficial interests in the New Issues Account, at the interest rate being paid by the Partnership from time to time for borrowed funds during the period in that Fiscal Period that funds from the regular account have been held in or made available to the PartnershipNew Issues Account or, if no such funds are being borrowed during such period, the interest rate that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such period; and such interest shall be credited to the Capital Accounts of all the Partners, in the proportions which (A) each Partner’s regular Capital Accounts. Any profits Account as of the beginning of such Fiscal Period bore to (B) the sum of the Capital Accounts of all Partners as of the beginning of such Fiscal Period; and (ii) any Net Profits or losses resulting from securities transactions Net Losses during such Fiscal Period with respect to the New Issues Account shall be allocated to the Capital Accounts of the Partners in accordance, with their beneficial interests in the New Issues Account in any during such Fiscal Period will be credited or debited to Period; and (g) the Capital Accounts of Partners participating in the New Issues Account in accordance with their Interests therein. In the event the Partnership establishes one or more New Issues Accounts, the General Partner shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion determination of the General Partner, and partner as to whether a particular Partner falls within the extent not prohibited by rules proscription of the NASD, consist of: (i) assessing an interest charge to the Capital Accounts of non-restricted Partners, in favor of the Partnership, in an amount deemed appropriate to compensate the Partnership for the use of capital by non-restricted Partners in connection with New Issue trades; or (ii) such other adjustment as the General Partner considers equitable and is not inconsistent with the rules of the NASDConduct Rule 2790 shall be final. (c) In the event the NASD adopts amendments to its New Issue rules, the General Partner is authorized to amend this Agreement without the consent of the Limited Partners to conform to such amendments, including but not limited to providing for a greater participation by Restricted Persons in the New Issues Account to extent permitted by such new rules. (d) In addition to the foregoing provisions with respect to New Issues, to the extent that certain Partners are restricted from participating in any other transactions of the Partnership by applicable laws or regulations, or for any other reason determined by the General Partner in good faith, the General Partner may, in its discretion, establish one or more separate memorandum accounts to hold such investments and isolate ownership away from such restricted Partners. Only those Partners who the General Partner determines are eligible shall participate in such accounts.

New Issues. (a) The General Partner, in its sole Each Member shall provide to the Managing Member (and absolute discretion, shall have the authority to cause the Partnership to participate from time to time, directly or indirectly, in securities which are part of an initial public distribution. Under current rules adopted update as requested by the National Association of Securities Dealers, Inc. (“NASD”), certain persons engaged Managing Member) representations in the securitiesSubscription Agreement or other documents sufficient for the Managing Member to determine whether such Member is a Restricted Person or a Restricted Participant. In determining the Allocable Net Profit for each Capital Account, banking or financial services industries (the Managing Member shall adjust such amounts in accordance with Section 4.04(b) and members of their family) (collectively, “Restricted Persons”) are restricted from participating in initial public offerings of equity securities (“the New Issues”), subject to a de minimus exemption (the “De Minimus Limit”). To the extent that Partners who Issues Rules’ restriction on Members which are Restricted Persons own Interests or Restricted Participants participating in the Partnership in excess beneficial ownership of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner initial public offerings; provided that a Series (or any Investment Vehicle) may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, avail itself of a “New Issues Account”). Participation in New Issues Accounts shall be limited de minimis” exemption pursuant to (i) those Partners who are not Restricted Persons and (ii) those Partners who are Restricted Persons but only to the extent that such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share which a portion of profit sharing with respect to any profits arising from New Issues trades. (b) In the event a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will be transferred from the Partnership to the New Issues Account. Securities held in the New Issues Account will be held there until they are eventually sold. Upon the sale of New Issues, the proceeds in the New Issues Account will be transferred back to the Partnership’s regular Capital Accounts. Any new issue profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will may be credited or debited allocated to the Capital Accounts of Partners participating Restricted Persons or Restricted Participants, as applicable. Pursuant to such exemption, the Managing Member is authorized (but is not required) to permit Restricted Persons and Restricted Participants to participate (i) pro rata according to their Series Percentage so long as all Restricted Persons and Restricted Participants own, in the aggregate, no more than their respective specified de minimis amounts of such Series’ Interests as determined under the New Issues Account in accordance with their Interests therein. In Rules (the event the Partnership establishes one or more New Issues Accounts, the General Partner shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the extent not prohibited by rules of the NASD, consist of: (i“Threshold Level”) assessing an interest charge to the Capital Accounts of non-restricted Partners, in favor of the Partnership, in an amount deemed appropriate to compensate the Partnership for the use of capital by non-restricted Partners in connection with New Issue trades; or (ii) pro rata according to their Series Percentage, but limited in aggregate amount to the maximum amount permitted to be allocated to Restricted Persons or Restricted Participants under the New Issues Rules (currently the Threshold Level) in the event the Threshold Level is met or exceeded, as permitted by the New Issues Rules.‌ (b) If a Member represents to the relevant Series that its status as a Restricted Person or Restricted Participant has changed, such other adjustment Series will adjust Allocable Net Profit accordingly, beginning as of a date promptly following (as determined in the General Partner considers equitable and is not inconsistent with the rules sole discretion of the NASDManaging Member) the date of such representation. (c) In The Managing Member may in its sole discretion change the event the NASD adopts amendments to its New Issue rules, the General Partner is authorized to amend this Agreement without the consent manner of the Limited Partners to conform to such amendments, including but not limited to providing for a greater participation by Restricted Persons in any Series’ compliance with the New Issues Account Rules at any time without notice to extent permitted Members, including by issuing an additional Classes of Interests to accommodate such new rules. Series’ (dand, by extension, Members’) In addition to the foregoing provisions with respect to participation in New Issues, to the extent that certain Partners are restricted from participating in any other transactions of the Partnership by applicable laws or regulations, or for any other reason determined by the General Partner in good faith, the General Partner may, in its discretion, establish one or more separate memorandum accounts to hold such investments and isolate ownership away from such restricted Partners. Only those Partners who the General Partner determines are eligible shall participate in such accounts.

New Issues. (a) The In the event the General Partner, in its sole and absolute discretion, shall have the authority Partner decides to cause the Partnership to participate from time to time, directly or indirectly, invest in securities which are part the subject of an initial a public distribution. Under current rules adopted by distribution and which constitute a "new issue" as such term is defined in Rule 2790(i)(9) of the National Association of Securities Dealers, Inc. (“NASD”the "Association"), certain persons engaged such investment shall be made in accordance with the securities, banking or financial services industries following provisions: (and members of their familya) (collectively, “Restricted Persons”) are restricted from participating any such investment made in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption particular Fiscal Period shall be made in a special account (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “"New Issues Account”"). Participation in New Issues Accounts shall be limited to ; (ib) only those Partners who are not Restricted Persons and "restricted persons" as defined in Rule 2790(i)(10) of the Association or who are not otherwise prohibited by Rule 2790 from acquiring a beneficial interest in a new issue ("Unrestricted Partners") shall have any beneficial interest in the New Issues Account; (c) each Unrestricted Partner shall have a beneficial interest in the New Issues Account for any Fiscal Period in the proportion which (i) a such Unrestricted Partner's Capital Account as of the beginning of the Fiscal Period bore to (ii) those the sum of the Capital Accounts of all Unrestricted Partners who are Restricted Persons but only to as of the extent that beginning of such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share of profit sharing with respect to any profits arising from New Issues tradesFiscal Period. (bd) In the event Funds required to make a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will particular investment shall be transferred from the Partnership to the New Issues Account from the regular account of the Partnership; securities involved in the public distribution shall be purchased in the New Issues Account. Securities , held in the New Issues Account will be held there until they and eventually sold from the New Issues Account or transferred to the regular account at fair market value as of the day of transfer as determined by the General Partner with such transfer being treated as a sale; if such securities are eventually sold. Upon sold from the sale of New IssuesIssues Account, the proceeds of the sale shall be transferred from the New Issues Account to the regular account of the Partnership. (e) as of the last day of each Fiscal Period in which a particular investment or investments are held in the New Issues Account will Account: (A) interest shall be transferred back to the Partnership’s regular Capital Accounts. Any profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will be credited or debited to the Capital Accounts of the Unrestricted Partners participating in accordance with their beneficial interest in the New Issues Account in accordance with their Interests therein. In at the event interest rate being paid by the Partnership establishes one from time to time for borrowed funds during the period in that Fiscal Period that funds from the regular account have been held in or more made available to the particular New Issues AccountsAccount or, if no such funds are being borrowed during such period, the interest rate that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such period; and such interest shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the extent not prohibited by rules of the NASD, consist of: (i) assessing an interest charge credited to the Capital Accounts of non-restricted all the Partners, both General and Limited, in favor the proportions which (i) each Partner's Capital Account as of the Partnership, in an amount deemed appropriate beginning of such Fiscal Period bore to compensate (iii) the Partnership for sum of the use Capital Accounts of capital by non-restricted all Partners as of the beginning of such Fiscal Period and (B) any Net Profits or Net Losses during such Fiscal Period with respect to the New Issues Account shall be allocated to the Capital Accounts of the Unrestricted Partners in connection accordance with New Issue trades; or (ii) such other adjustment as the General Partner considers equitable and is not inconsistent with the rules of the NASD. (c) In the event the NASD adopts amendments to its New Issue rules, the General Partner is authorized to amend this Agreement without the consent of the Limited Partners to conform to such amendments, including but not limited to providing for a greater participation by Restricted Persons their beneficial interest in the New Issues Account to extent permitted by during such new rules. (d) In addition to Fiscal Period; provided, however, that the foregoing provisions with respect to amount of such interest shall not exceed the amount of profit earned in the New Issues, to the extent that certain Partners are restricted from participating in any other transactions of the Partnership by applicable laws or regulations, or for any other reason Issues Account as determined by the General Partner in good faith, Partner; and (f) the determination of the General Partner may, in its discretion, establish one or more separate memorandum accounts as to hold such investments and isolate ownership away from such restricted Partners. Only those Partners who the General whether a particular Partner determines are eligible qualifies as an Unrestricted Partner shall participate in such accountsbe final.

New Issues. (a) The In the event the General Partner, in its sole and absolute discretion, shall have the authority Partner decides to cause the Partnership to participate from time to time, directly or indirectly, invest in securities which are part the subject of an initial a public distribution. Under current rules adopted by distribution and which constitute a "new issue" as such term is defined in Rule 2790(i)(9) of the National Association of Securities Dealers, Inc. (“NASD”the "Association"), certain persons engaged such investment shall be made in accordance with the securities, banking or financial services industries following provisions: (and members of their familya) (collectively, “Restricted Persons”) are restricted from participating any such investment made in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption particular Fiscal Period shall be made in a special account (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “"New Issues Account”"). Participation in New Issues Accounts shall be limited to ; (ib) only those Partners who are not Restricted Persons and "restricted persons" as defined in Rule 2790(i)(10) of the Association or who are not otherwise prohibited by Rule 2790 from acquiring a beneficial interest in a new issue ("Unrestricted Partners") shall have any beneficial interest in the New Issues Account; (c) each Unrestricted Partner shall have a beneficial interest in the New Issues Account for any Fiscal Period in the proportion which (i) a such Unrestricted Partner's Capital Account as of the beginning of the Fiscal Period bore to (ii) those the sum of the Capital Accounts of all Unrestricted Partners who are Restricted Persons but only to as of the extent that beginning of such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share of profit sharing with respect to any profits arising from New Issues tradesFiscal Period. (bd) In the event Funds required to make a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will particular investment shall be transferred from the Partnership to the New Issues Account from the regular account of the Partnership; securities involved in the public distribution shall be purchased in the New Issues Account. Securities , held in the New Issues Account will be held there until they and eventually sold from the New Issues Account or transferred to the regular account at fair market value as of the day of transfer as determined by the General Partner with such transfer being treated as a sale; if such securities are eventually sold. Upon sold from the sale of New IssuesIssues Account, the proceeds of the sale shall be transferred from the New Issues Account to the regular account of the Partnership. (e) as of the last day of each Fiscal Period in which a particular investment or investments are held in the New Issues Account will Account: (A) interest shall be transferred back to the Partnership’s regular Capital Accounts. Any profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will be credited or debited to the Capital Accounts of the Unrestricted Partners participating in accordance with their beneficial interest in the New Issues Account in accordance with their Interests therein. In at the event interest rate being paid by the Partnership establishes one from time to time for borrowed funds during the period in that Fiscal Period that funds from the regular account have been held in or more made available to the particular New Issues AccountsAccount or, if no such funds are being borrowed during such period, the interest rate that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such period; and such interest shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the extent not prohibited by rules of the NASD, consist of: (i) assessing an interest charge credited to the Capital Accounts of non-restricted all the Partners, both General and Limited, in favor the proportions which (i) each Partner's Capital Account as of the Partnership, in an amount deemed appropriate beginning of such Fiscal Period bore to compensate (iii) the Partnership for sum of the use Capital Accounts of capital by non-restricted all Partners as of the beginning of such Fiscal Period and (B) any Net Profits or Net Losses during such Fiscal Period with respect to the New Issues Account shall be allocated to the Capital Accounts of the Unrestricted Partners in connection accordance with New Issue trades; or (ii) such other adjustment as the General Partner considers equitable and is not inconsistent with the rules of the NASD. (c) In the event the NASD adopts amendments to its New Issue rules, the General Partner is authorized to amend this Agreement without the consent of the Limited Partners to conform to such amendments, including but not limited to providing for a greater participation by Restricted Persons their beneficial interest in the New Issues Account to extent permitted by during such new rules.Fiscal Period; provided, however, that the amount of such interest shall not exceed the amount of profit accrued in the New Issues Account; and (df) In addition to the foregoing provisions with respect to New Issues, to the extent that certain Partners are restricted from participating in any other transactions determination of the Partnership by applicable laws or regulations, or for any other reason determined by the General Partner in good faith, the General as to whether a particular Partner may, in its discretion, establish one or more separate memorandum accounts to hold such investments and isolate ownership away from such restricted Partners. Only those Partners who the General qualifies as an Unrestricted Partner determines are eligible shall participate in such accountsbe final.