Limited partners holding Class Z Units who are consulting clients will not be converted to Class A Units unless their Consulting Agreement is terminated, in which case they will be converted to Class A Units as of the first business day of the month immediately following the month during which the Consulting Agreement terminates. Notwithstanding the foregoing, if any such former consulting client is also an employee of Morgan Stanley or a subsidiary and remains a limited partner, such employee may continue to hold Class Z Units and will not be subject to the ongoing placement agent fee.
Limited partners may redeem their Units in the Partnership on a Redemption Date and use the proceeds to purchase units in any other commodity pool operated by the General Partner and accepting subscriptions on the following subscription date; provided that such limited partners meet the suitability criteria for the other commodity pool and have redeemed their Units according to the Partnership Agreement. In order to effect an exchange, limited partners must send a Subscription and Exchange Agreement and Power of Attorney to their financial advisor or private wealth advisor, and that agreement must be forwarded by the Morgan Stanley Wealth Management branch office and be received by the General Partner by 3:00 p.m., New York City time, on the third business day before the end of the month, although the General Partner may accept Subscription and Exchange Agreements and Power of Attorney forms at other times in its sole discretion.
If the commodity pool in which limited partners are receiving units through an exchange offers different classes of units based upon subscription amount, for purposes of determining which Class of units such limited partners will receive, the aggregate amount exchanged will be valued at the previous months Valuation Date.
Restrictions on Transfers or Assignments
Except as set forth below, the Partnership Agreement provides that Units may not be transferred, pledged, sold or assigned, and no transferee, pledgee, purchaser or assignee may become a substituted limited partner without the written consent of the General Partner, which consent may be withheld in its sole discretion. Nor may a limited partner, a transferee, pledgee, purchaser or assignee or the estate of any beneficiary of a deceased limited partner withdraw any capital or profits from the Partnership except by redemption of Units or upon termination and dissolution of the Partnership. Any transfer, pledge, sale, or assignment of Units permitted by the Partnership Agreement and approved by the General Partner will be effective as of the first day of the month following the receipt by the General Partner of 30 days prior written notice of the request of such transfer, pledge, sale, or assignment of Units (subject to the General Partners discretion to waive such notice). No transfer, pledge, sale, or assignment of Units will be permitted unless the General Partner is satisfied that (i) such transfer, pledge, sale, or assignment would not be in violation of the Partnership Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledge, purchase, or assignment, the Partnership will continue to be classified as a partnership rather than as a corporation under the Code. No transfer, pledge, sale, or assignment of Units will be effective or recognized by the Partnership if such transfer, pledge, sale, or assignment would result in the termination of the Partnership for U.S. federal income tax purposes, and any attempted transfer or assignment in violation of the Partnership Agreement will be ineffective. The transfer, pledge, sale, or assignment of Units will be subject to all applicable securities laws.
The General Partner may withdraw any portion of its interest in the Partnership that exceeds the amount required under the Partnership Agreement without prior notice to or consent of the limited partners.