Summary of the Limited Partnership Agreement
The following is a summary explanation of some of the more significant terms and provisions of the Limited Partnership Agreement. Each prospective investor should read the Limited Partnership Agreement thoroughly before investing. The following description is a summary only, is not intended to be complete, and is qualified in its entirety by the Limited Partnership Agreement itself.
Liability of Limited Partners
The Partnership was formed as a partnership under the laws of the State of New York on March 14, 1997. In general, a limited partner will not be liable for amounts in excess of such limited partners contributions to the Partnership and his, her or its share of Partnership assets and undistributed profits. The General Partner will be liable for all obligations of the Partnership to the extent that assets of the Partnership are insufficient to discharge such obligations.
Management of Partnership Affairs
The limited partners will not participate in the management or control of the Partnership. Under the Limited Partnership Agreement, responsibility for managing the Partnership is vested solely in the General Partner. The General Partner may select one or more trading advisors to direct all trading for the Partnership and may cause the Partnership to invest substantially all of its assets in another fund managed by such advisor(s). Other responsibilities of the General Partner include, but are not limited to, the following: reviewing and monitoring the trading of the Advisor, administering redemptions of limited partners Redeemable Units, preparing monthly and annual reports to the limited partners, preparing and filing necessary reports with regulatory authorities, calculating the net asset value, executing various documents on behalf of the Partnership and the limited partners pursuant to powers of attorney, and supervising the liquidation of the Partnership if an event causing dissolution of the Partnership occurs.
Sharing of Profits and Losses; Fund Accounting
Each limited partner will have a capital account, and its initial balance will be the amount such limited partner paid for his, her or its Redeemable Units or, in the case of a contribution by the General Partner, its capital contribution (which shall be treated as units of general partnership interest). Any increase or decrease in the net assets per Class will be allocated among the limited partners on a monthly basis and will be added to or subtracted from the accounts of the partners in the ratio that each account bears to all accounts.
Additional Limited Partners
The General Partner has the sole discretion to determine whether to offer for sale additional Redeemable Units and to admit additional limited partners. There is no limitation on the number of Redeemable Units which may be outstanding at any time. All Redeemable Units offered by the Partnership will be sold at the Partnerships then current net asset value per Redeemable Unit for each Class. The General Partner may make arrangements for the sale of additional Redeemable Units in the future.
Restrictions on Transfer or Assignment
A limited partner may transfer or assign his or her Redeemable Units upon notice to the General Partner. The assignment will be effective at the beginning of the next month after the General Partner receives such notice. An assignee may not become a limited partner without the consent of the General Partner. The General Partner will not consent if it determines that the admission of the assignee to the Partnership would endanger the Partnerships tax status as a partnership or otherwise have adverse legal consequences. The transfer of Redeemable Units shall be subject to all applicable securities laws. An assignee not admitted to the Partnership as a limited partner will share in the profits and capital of the Partnership, but will not be entitled to vote, to an accounting of Partnership transactions, to receive tax information, or to inspect the books and records of the Partnership. An assigning limited partner will remain liable to the Partnership for any amounts for which he may be liable.
Removal or Admission of the General Partner
The General Partner may be removed and successor general partners may be admitted upon the vote of limited partners owning more than 50% of each Class of Redeemable Units then outstanding (excluding units of Partnership interest owned by the General Partner, any entity that directly or indirectly controls, is controlled by or is under common control with the General Partner, or their employees).