Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 The Sponsor may waive or modify any eligibility requirements applicable to a particular Class of Units with respect to any one or more Investors, including Sponsor Parties (as defined in Section 2.09), without entitling any other Investor to such waiver or modification provided that doing so is not materially adverse to the interests of the Investors. The eligibility requirements of the Class Z Units shall be determined by the Sponsor from time to time. This FuturesAccess Fund may from time to time offer to certain BAC investors a customized Class of Units having different financial terms than those described herein or in the Disclosure Document, provided that doing so does not have a material adverse effect on existing Investors. Such customized Classes will generally be designed for Investors who are subject to additional fees on their investments in this FuturesAccess Fund depending on the Securities Account held by such Investors or other reasons, and shall not be generally available to other Investors. Sales commissions will be deducted from Class A, Class D and Class I subscriptions as described in the Disclosure Document, and the net amount of such subscriptions (after deducting applicable sales commissions) will be invested in the Units. The Sponsor may waive or reduce sales commissions for certain Investors without entitling any other Investor to any such waiver or reduction. The Sponsor (and/or any other BAC entity) may, but need not, make Capital Contributions as of any date that any Units are issued. BAC may provide initial (“seed”) capital to enable this FuturesAccess Fund to begin trading before sufficient client capital has been raised to meet this FuturesAccess Fund’s minimum capitalization. Seed capital (if any) will be invested in Class Z Units, or Units of such other Class as may be designated by the Sponsor, which do not have a minimum subscription amount requirement. However, neither the Sponsor nor any other BAC entity has any obligation to “seed” this FuturesAccess Fund (or any other FuturesAccess Fund). Provided this FuturesAccess Fund’s overall minimum capitalization is met, there is no minimum number of Units of a particular Class that must be sold in order for Units of that particular Class to be issued. Once this FuturesAccess Fund has begun operations, there is no minimum dollar amount of subscriptions that must be received as of the beginning of any calendar quarter in order for additional Units o...
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 shall participate in the profits and losses of the Units on the same basis as the Capital Accounts of the Class D Units.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 not be included in Net Asset Value for purposes of calculating the Performance Fees as agreed upon between the Sponsor and the Trading Advisor.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 parties) will be obligated to account to this FuturesAccess Fund or any Investor for any additional economic benefits which the Sponsor or any such affiliate may derive from possession of this FuturesAccess Fund’s assets.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 take into account (as determined by the Sponsor) the Units’ respective Opening Capital Accounts and distributive shares of net profit and net loss, any entry of new Investors, any redemptions, any differences between income for tax purposes and for Net Asset Value purposes, the differences between the Classes of Units and any other special circumstances which may arise; provided, however, that no such allocation by the Sponsor shall discriminate unfairly against any Investor; and provided further, that the Sponsor shall be under no obligation whatsoever to deviate from the allocations set forth above.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 Disclosure Document, although there can be no assurance of the timing of such payment. Units which have been redeemed, but the proceeds of which have not yet been paid, shall nevertheless be deemed to have ceased to be outstanding from the effective date of redemption for all other purposes hereunder. No interest shall be paid to Investors on redemption proceeds held pending distribution. This FuturesAccess Fund shall retain any such interest.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 the Sponsor shall deem necessary for the management of the affairs of this FuturesAccess Fund; provided, however, that nothing contained in this Section 5.03(a) shall preclude any Sponsor Party from acting as a director, stockholder, officer or employee of any corporation, a trustee of any trust, a partner of any partnership, a manager or member of any other limited liability company or an administrative official of any other business or governmental entity, or from receiving compensation for services rendered thereto, from participating in profits derived from investments in any such entity or from investing in any securities or other property for such person’s own account.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 Fund may charge an Investor such amount as may be deemed appropriate by the Sponsor to compensate this FuturesAccess Fund in the case of any Capital Contribution received by this FuturesAccess Fund after the day as of which the new Investor making such Capital Contribution is admitted to this FuturesAccess Fund and such Investor’s Units are deemed to have been issued. Admission of a new Investor shall not result in a dissolution of this FuturesAccess Fund.
Third Amended and Restated Limited Liability Company Operating Agreement. Dated as of December 31, 2012 with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in this FuturesAccess Fund by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in this FuturesAccess Fund has been duly authorized and approved by all necessary parties; (e) none of the Sponsor, the Trading Advisor, BAC, any member of the Board of Managers of the Sponsor, the Selling Agent, Mxxxxxx Lxxxx International Bank, Ltd. (“MLIB”), any Investment Professional, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in this FuturesAccess Fund, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Sponsor, the Trading Advisor, BAC, each member of the Board of Managers of the Sponsor, the Selling Agent, MLIB, each Investment Professional and each of their respective affiliates; and (iii) is qualified to make such investment decision.
