Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 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. 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 D Units, or Units of such other Class as may be designated by the Sponsor. 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 of any Class to be issued. All Units will be issued only as the Sponsor may determine, irrespective of how many subscriptions are received. The amount of each Investo...
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 shall participate in the profits and losses of the Units on the same basis as the Capital Accounts of the Class D Units.
Fifth 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.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 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.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 calendar day of each month (a “Redemption Date”), upon providing oral or written notice by the “Subscription/Redemption Notice Date,” which is eight business days prior to the 1st and 16th of every month; provided that the Sponsor, at any time in its discretion, may discontinue allowing redemptions as of the 15th calendar day of each month on a going forward basis.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 FuturesAccess Funds and/or HedgeAccess Funds that is contrary to the purpose and/or efficient management of FuturesAccess and/or HedgeAccess; (iii) such Investor’s investment in the Units, or aggregate investment in FuturesAccess, is below the minimum level established by the Sponsor (including any increase in such minimum level that the Sponsor may implement in the future); (iv) such Investor holds Class M Units and is no longer eligible to hold such Units; or (v) for any other reason.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 In no respect by way of limiting the foregoing exculpatory provisions but rather by way of greater certainty, no Sponsor Party shall be liable to this FuturesAccess Fund or any Investor for any actions or omissions of: (i) the Trading Advisor; (ii) any broker, dealer or counterparty unaffiliated with BAC chosen by a Sponsor Party in good faith; or (iii) any broker, dealer or counterparty chosen by the Trading Advisor. Affiliates of the Sponsor will provide this FuturesAccess Fund with futures brokerage, forward dealing and other counterparty and dealer services, and shall receive compensation in connection therewith.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 The Sponsor shall not be required to provide Investors with an annual audit in respect of any given year by any particular date in the following year, nor shall the Net Asset Value of the Units be audited as of any date other than the end of a fiscal year. The Sponsor or its agents shall cause each Investor, including former Investors who were Investors at any time during such fiscal year, to be furnished with all information relating to this FuturesAccess Fund necessary to enable such Investor to prepare such Investor’s federal income tax return; provided, that all Investors acknowledge and agree that such information may initially be provided in the form of estimates pending completion of this FuturesAccess Fund’s audit for such fiscal year, and that Investors may be required to obtain extensions of the date by which their federal and state income tax returns must be filed. The Sponsor will have no liability to any Investor as a result of such Investor being required to obtain any such extensions.
Fifth Amended and Restated Limited Liability Company Operating Agreement. Dated as of November 30, 2012 Nothing in this Section 9.01 shall impair the right of Investors holding more than 50% of the outstanding Units then held by Investors to vote within 90 calendar days of any of the foregoing events of dissolution to continue this FuturesAccess Fund on the terms set forth herein (if it is lawful to do so), and to appoint one or more managers for this FuturesAccess Fund.
