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 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.