PRO-TIER MASTER SERIES, LLC (THE “COMPANY”)
LIMITED LIABILITY COMPANY AGREEMENT (THE “AGREEMENT”) PROVISIONS GOVERNING SERIES
(a) separate and distinct records shall be maintained for each Series, and the assets associated with any such Series shall be held and accounted for separately from the other assets of the Company and each other Series;
(b) the debts, liabilities, obligations and expenses incurred by, contracted for or otherwise existing with respect to the Company or a particular Series of the Company, whether such Series is now authorized and existing pursuant to this Agreement or is hereafter authorized and existing pursuant to this Agreement, shall be enforceable only against the respective assets of the Company or Series thereof that incurred such debts, liabilities, obligations or expenses, and (i) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally shall be enforceable against the assets of any Series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any Series shall be enforceable against the assets of the Company or any other Series; and
2.2 Series Interests. The beneficial interest of each Series (each, a “Series Interest”) shall be owned 100% by the respective Series Member. Series Members shall have no preemptive or other right to subscribe to any additional Series Interests issued by the Company.
2.3 Series Interest Schedule. The Company Member shall maintain, or cause to be maintained by the agents of the Company, a schedule of all Series and Series Members, including their respective names and addresses (the “Series Interest Schedule”) on Schedule I attached hereto; provided, that, that the Company shall be entitled to keep such Series Interest Schedule information on each Series confidential in its sole discretion. Upon a Series Member’s request, the Company shall provide the Series Interest Schedule information for such Series Member’s Series and the status of such Series. The Series Interest Schedule shall be amended from time to time in accordance with the terms hereof to reflect the creation and termination of Series pursuant to this Agreement.
2.4 Transfer Restrictions. No Series Member may transfer all or any part of such Series Member’s Series Interest. Any purported transfer of a Series Interest or a portion thereof in violation of the terms of this Agreement shall be null and void and of no effect.
2.5 Management of the Series. Each Series shall be “member-managed” within the meaning of the Act.
2.6 Preparing and Filing Returns. Each Series Member shall be responsible for preparing all necessary federal and state income tax returns for their respective Series.
2.7 Books and Records of Each Series. Each Series Member shall maintain complete books of account of their respective Series’ business and such books of account shall be kept at such place as shall be designated by the Series Member.
2.8 Termination of a Series. A Series may be terminated upon the occurrence of any of the following events:
(i) a request for termination of a Series by the Series Member thereof upon no less than thirty (30) days’ advance written notice to the Company;
(ii) a termination notice from the Company to any Series Member with respect to such Series Member’s Series upon no less than thirty (30) days’ written notice by the Company to the Series Member in the event of a dissolution of the Company or if the Company determines that such termination is required in order to comply with the Act or other applicable law; and
2.9 Liability of Series and Series Members.
(a) No Series Member or Series shall be liable for any obligations of the Company, any other Series or any other Series Member, unless personally guaranteed by such person pursuant to a separate document.
(b) The failure of any Series to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on any Series Member for liabilities of the Company.
2.10 No Agency; Indemnification. No Series Member acting solely in the capacity of a Series Member is an agent of the Company, nor can any Series Member acting solely in the capacity of a Series Member bind the Company or execute any agreement, document, statement or instrument on behalf of the Company. In addition, no Series Member shall have the right to vote on or consent to any action involving the Company.
CERTIFICATE OF COMPANY MEMBER AS TO EXISTENCE AND STANDING OF SERIES
The undersigned, Pro-Tier, Inc., as the sole member of Pro-Tier Master Series, LLC, a Delaware series limited liability company (the “Company”), DOES HEREBY CERTIFY that:
1. Pro-Tier, Inc. is the sole member (the “Company Member”) of the Company.
2. Notice of the Company’s ability to create series with limited liability was provided in the Company’s Certificate of Formation on file with the Delaware Secretary of State on October 7, 2016.
3. The Limited Liability Company Agreement entered into by the sole member of the Company on October 10, 2016 provides that the Company may create series with individual limited liability.
4. Pursuant to Section 18-215 of the Delaware Limited Liability Company Act, 6 Del. Code Ann. 6 §18-215 (2006), and the Company’s Certificate of Formation and the Company’s LLC Agreement, the Company created [INSERT NAME OF SERIES] a series of Pro-Tier Master Series, LLC, a Delaware series limited liability company (the “Series”). A certificate evidencing the creation and ownership of the Series is attached hereto as Exhibit A (“Series Certificate”).
5. The Company is in good standing under the laws of the State of Delaware. A Certificate of Good Standing issued by the Delaware Secretary of State is attached as Exhibit B.
6. The Series currently exists and is in good standing under the laws of the State of Delaware, the Company’s Certificate of Formation as currently on file with the Delaware Secretary of State and the Company’s LLC Agreement. There is no action pending or contemplated by the Company or the Company Member which would terminate the existence of the Series.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this __ day of ______________, 2016.
By: Pro-Tier, Inc.
Its: Sole Member