efc9-1037_ex41.htm


    Exhibit
4.1

     

    MAN-AHL
DIVERSIFIED I L.P.

     

    SIXTH
AMENDED LIMITED PARTNERSHIP AGREEMENT

     

    


    DATED AS
OF OCTOBER 1, 2009

    


    


    


    


     

    


    


    THE
SECURITIES REPRESENTED BY AND ISSUED PURSUANT TO THIS LIMITED PARTNERSHIP
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION UNDER SUCH LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER SUCH LAWS.

     

    
      
        
        

      

      
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    Table of
Contents

     

    
      	
              ARTICLE
      I ORGANIZATION

            	
              4

            
	
              ARTICLE
      II GENERAL PARTNER

            	
              6

            
	
              ARTICLE
      III LIMITS OF LIABILITY OF GENERAL PARTNER

            	
              8

            
	
              ARTICLE
      IV LIMITED PARTNERS

            	
              8

            
	
              ARTICLE
      V ACCOUNTING

            	
              9

            
	
              ARTICLE
      VI PROFIT AND LOSS

            	
              10

            
	
              ARTICLE
      VII DISTRIBUTIONS OF PARTNERSHIP INCOME; REDEMPTIONS; WITHDRAWALS BY
      PARTNERS

            	
              12

            
	
              ARTICLE
      VIII INDEMNIFICATION

            	
              13

            
	
              ARTICLE
      IX TERMINATION

            	
              14

            
	
              ARTICLE
      X MISCELLANEOUS

            	
              15

            


    

     

     

    
      
        
        

      

      
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    MAN-AHL
DIVERSIFIED I L.P.

     

    


    SIXTH
AMENDED LIMITED PARTNERSHIP AGREEMENT

     

    


    THIS
SIXTH AMENDED LIMITED PARTNERSHIP AGREEMENT (the ‘Agreement’), is made and
entered into effective as of the 1st day
of October, 2009.  Each party who executes this Agreement as a general
partner is hereinafter referred to as a ‘General Partner,’ including Man
Investments (USA) Corp., a Delaware corporation and the general partner of the
Partnership (the ‘General Partner’); and all other parties which hereafter
execute this Agreement whether in counterpart, pursuant to power of attorney or
otherwise, or which otherwise agree to be bound hereto by separate instrument,
as limited partners are hereinafter referred to as ‘Limited Partners.’ The
General Partner and the Limited Partners are hereinafter sometimes collectively
referred to as ‘Partners.’

     

    ARTICLE
I 

    


    ORGANIZATION

    


    
      	
            	
              Section
      1.1  

            	
              Continuation and
      Name.  The parties hereto do hereby continue a limited
      partnership under the name Man-AHL Diversified I L.P. (the ‘Partnership’),
      under the provisions of the Delaware Revised Uniform Limited Partnership
      Act, as amended (the ‘Partnership
Act’).

            


    

    


    
      	
            	
              Section
      1.2  

            	
              Purpose.  The
      Partnership’s business and purpose is to seek capital appreciation through
      trading, directly and indirectly, in commodities, futures contracts,
      forward contracts, security futures contracts, swap transactions, options
      on the foregoing, other derivative instruments and hybrid instruments, and
      other instruments and investments, in each case of every kind and
      character, traded on United States and non-United States exchanges and
      markets (including the over-the-counter markets), and securities
      including, but not limited to, equity securities, limited partnership
      interests, general partnership interests, membership interests,
      fixed-income securities, notes, debentures, convertible securities,
      depositary receipts, options (including without limitation, listed and
      over-the-counter options and the writing of options, whether or not
      covered), rights, warrants, mutual fund shares and other securities
      (sometime collectively referred to as ‘securities’); to engage in such
      other futures and securities related activities or transactions as
      determined in good faith by the General Partner from time to time; to lend
      or borrow funds and securities (in each case, on a secured or unsecured
      basis and in such amounts and on such terms as determined in good faith by
      the General Partner from time to time); to establish subsidiaries and to
      invest in other investment vehicles, including investment vehicles
      affiliated with the General Partner, in each case as the General Partner
      may determine in its sole discretion; to open and close accounts with
      banks, brokers and dealers, including futures commission merchants,
      introducing brokers, floor brokers and executing brokers; and to conduct
      such other activities and retain such agents, independent contractors,
      attorneys, accountants and commodity trading advisors as determined by the
      General Partner to be necessary, in the best interests of the Partnership,
      advisable, desirable or incidental to carrying out the purposes of the
      Partnership. Without limitation of the foregoing, the General Partner
      initially has appointed Man-AHL (USA) Limited (the ‘Trading Advisor’) as
      the trading advisor to the
Partnership.

            


    

    


    
      	
            	
              Section
      1.3  

            	
              Term.  The
      Partnership came into existence on September 29, 1997, the date that the
      certificate of limited partnership of the Partnership (the ‘Certificate of
      Limited Partnership’) was filed as provided under the Partnership Act, and
      shall terminate on December 31, 2037, unless earlier terminated as
      hereinafter provided or by operation of
law.

            


    

    


    
      	
            	
              Section
      1.4  

            	
              Principal
      Office.  The principal place of business of the
      Partnership is located at 123 N. Wacker Drive, 28th
      Floor, Chicago, Illinois 60606, or at such other location as may from time
      to time be determined by the General
Partner.

            


    

    


    
      	
            	
              Section
      1.5  

            	
              Partnership Administrative
      Powers.  The General Partner is hereby authorized to
      admit additional limited partners and general partners to the Partnership,
      to file, prosecute, defend, settle or compromise any and all actions at
      law or suits in equity for or on behalf of the Partnership with respect to
      any claim, demand or liability asserted or threatened by or against the
      Partnership, and to execute, acknowledge, deliver, file and record on
      behalf of the Partnership in the appropriate public offices: (a) all
      statements, certificates and other instruments (including, without
      limitation, all counterparts of this Agreement, all amendments hereto, the
      Certificate of Limited Partnership and all amendments thereto) which the
      General Partner deems appropriate to qualify or continue the Partnership
      as a limited partnership in the jurisdictions in which the Partnership may
      conduct business or which

            


    

     

    
      
        
        

      

      
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    may be
required to be filed by the Partnership under the laws of any jurisdiction; (b)
all instruments which the General Partner deems appropriate to reflect a change
in or modification or amendment of the Partnership or this Agreement adopted or
effected in accordance with the terms of this Agreement; (c) all conveyances and
other instruments which the General Partner deems appropriate to reflect the
dissolution and termination of the Partnership; (d) certificates of assumed
name; and (e) any trading advisor, brokerage, administrative, selling, cash
management, custodial, advisory, subscription and other agreements which the
General Partner deems necessary or desirable in connection with the
Partnership’s business. Each Limited Partner hereby agrees to be bound by any
representation made by the General Partner and by any successor thereto acting
in good faith, and each Limited Partner hereby waives any and all defenses which
may be available to contest, negate or disaffirm the action of the General
Partner and any successor thereto taken in good faith.

     

    
      	
            	
              Section
      1.6  

            	
              Units.  As
      used in this Agreement, the term ‘Unit’ is defined as an interest in the
      Partnership acquired upon the making of a capital contribution by the
      General Partner or a Limited Partner. The General Partner’s capital
      contribution shall be represented by Units of General Partnership
      Interest, and a Limited Partner’s capital contributions shall be
      represented by Limited Partnership Units. The purchase price of each
      Limited Partnership Unit shall be the then prevailing Net Asset Value per
      Limited Partnership Unit (exclusive of upfront selling commissions, if
      any). When used in this Agreement without qualification, the term ‘Unit’
      shall include both Limited Partnership Units and General Partnership
      Units, pari passu. The Units may, but need not, be evidenced by
      certificates.

            


    

    


    
      	
            	
              Section
      1.7  

            	
              Offerings of Limited
      Partnership Units.  The General Partner shall have the
      authority to cause the Partnership from time to time, at the expense of
      the Partnership or otherwise, to offer Limited Partnership Units,
      including in separate series and classes, for sale by means of public or
      private offerings on a continuous basis or otherwise and, in connection
      therewith, to cause the Partnership to prepare and file such registration
      statements, disclosure documents, amendments, selling agreements and other
      documents and agreements as the General Partner shall deem advisable to
      offer and qualify the Limited Partnership Units for sale under the
      securities, commodities or other applicable laws of the United States and
      such states of the United States and such non-U.S. countries and
      jurisdictions as the General Partner shall deem appropriate. The General
      Partner, its affiliates or third parties may advance funds or incur
      expenses in connection with any such offering of Limited Partnership Units
      for which it, its affiliates and such other persons shall be reimbursed by
      the Partnership, subject to any restrictions to which they may agree or
      which may be imposed by any applicable law or administrative regulation.
      In connection with any offering of Limited Partnership Units, the General
      Partner shall have the unilateral right and the authority, exercisable in
      its sole discretion upon written notice to the Limited Partners, to amend
      the provisions of this Agreement in order to amend, modify, liberalize or
      restrict the terms and conditions upon which existing or additional
      Limited Partners may make additional capital contributions to the
      Partnership or may be admitted to the Partnership and the terms and
      conditions upon which Limited Partners may redeem Limited Partnership
      Units.

            


    

    


    
      	
            	
              Section
      1.8  

            	
              Net
      Asset Value.

            


    

    


    (a) The ‘Net
Asset Value’ of the Partnership shall mean the total assets of the Partnership
including all cash, cash equivalents and other securities (each valued at fair
market value), less the total liabilities of the Partnership, determined in
accordance with U.S. generally accepted accounting principles, consistently
applied under the accrual method of accounting. Unless generally accepted
accounting principles require otherwise: (i) Net Asset Value shall include any
unrealized profit or loss on open futures and securities positions; (ii) all
open futures and securities positions and options thereon shall be calculated at
their then-market value which means, with respect to open futures positions, the
settlement price as determined by the exchange on which the transaction is
effected or the most recent appropriate quotation as supplied by the Broker (as
hereinafter defined) through which the transaction is effected, except that any
United States treasury Bills (not futures contracts therefor) shall be carried
at cost plus accrued interest, and means with respect to option contracts the
liquidation value thereof. If there are no trades on the date of the calculation
due to the operation of the daily price fluctuation limits or due to a closing
of the exchange on which the transaction is executed, the contract will be
valued at fair market value as determined by the General Partner; (iii) in the
case of forward contracts and options thereon traded on the interbank market,
forward contracts shall be valued at their settlement price, which shall mean
the ‘bid’ price in the case of a long position and the ‘asked’ price in the case
of a short position at the close of business on the day on which the Net Asset
Value is determined as quoted by the Brokers through which such contracts were
acquired, or, otherwise, at fair value on the basis of prices provided by an
independent price reporting service, and option contracts shall be valued at
their liquidation value; (iv) swap agreements shall be valued at fair market
value as determined by the swap dealer counterparty; (v) any investment in
another investment fund or vehicle shall be valued as reported by such
investment fund or vehicle; (vi) all other investments, assets and liabilities
and those investments, assets and liabilities the fair market value of which the
General Partner determines can not be accurately determined pursuant to any
other provisions of this Section 1.8, shall be assigned such fair value as the
General Partner may determine in its sole discretion; (vii) brokerage
commissions shall be charged on a “half-turn” basis (that is, in part upon
opening a position and in part upon closing the position). Management fees,
incentive fees, profit allocations, other fees and expenses shall be accrued at
least monthly; (viii) the amount of any distribution made shall be a liability
of the Partnership from the day when the distribution is declared until


     

    
      
        
        

      

      
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    paid;
(ix) interest income shall be accrued at least monthly; and (x) any value
otherwise than in U.S. dollars shall be converted into U.S. dollars at a
prevailing rate (whether official or otherwise) which the General Partner shall
in good faith deem appropriate having regard to any premium or discount which it
considers may be relevant and to costs of exchange.

    


    (b) The Net
Asset Value per Limited Partnership Unit shall be equal to the Net Asset Value
of the Partnership attributable to Limited Partnership Units divided by the
number of Limited Partnership Units outstanding.

    


    ARTICLE
II 

    


    GENERAL
PARTNER

    


    
      	
            	
              Section
      2.1  

            	
              Management.

            


    

    


    (a) Subject
to the limitations of this Agreement, the General Partner shall have full,
exclusive and complete control of the management, operations and policies of the
Partnership and the Partnership’s affairs for the purposes herein stated, and
shall make all decisions affecting Partnership affairs including, without
limitation, the power to enter into contracts with third parties, including
‘affiliates’ (as defined in subsection 8.1(c), below) of the General Partner for
trading advisory, brokerage, cash management, custodial, banking, accounting,
legal, administrative, clearing and consulting services. Subject to the General
Partner’s fiduciary obligations, such services also may be performed by the
General Partner or its affiliates at rates which may exceed the lowest rates
that might otherwise be available to the Partnership. The General Partner may
take such other actions as it deems in the best interests of the Partnership or
necessary or desirable to manage or promote the business of the Partnership,
including, but not limited to, the following: (i) to purchase, repurchase, hold,
sell (including short selling), loan, possess, transfer, mortgage, borrow,
pledge, repledge, acquire, dispose of, and exercise all rights, powers,
privileges and other incidents of ownership or possession with respect to,
futures and securities; (ii) to enter into swap agreements on behalf of the
Partnership; (iii) to borrow money on a secured or unsecured basis from banks,
brokers, financial institutions and other persons and to loan cash, securities
and other property on a secured or unsecured basis; (iv) to conduct margin
accounts with brokers; (v) to open, maintain and close bank, brokerage and
custodial accounts; (vi) to sign checks; (vii) to pay or authorize the payment
of distributions to the Partners and of the liabilities of the Partnership
(including tax liabilities and withholdings); (viii) to apply for, maintain and
renew such registrations (governmental or otherwise) as the General Partner may
deem necessary or advisable in connection with the conduct of the Partnership’s
business including, without limitation, registrations under the Securities
Exchange Act of 1934, as amended (‘1934 Act’); (ix) generally, to act for the
Partnership in all matters incidental to the foregoing, including the
preparation and filing of all Partnership tax returns and the making of such tax
elections and determinations as appear to it appropriate; and (x) to select from
time to time one or more partnerships, limited liabilities companies or other
trading vehicles for the investment of the Partnership’s assets, to cause the
Partnership from time to time to become a partner in such partnerships, a member
in such limited liability companies or otherwise acquire an interest in such
other trading vehicles, and to purchase interests in such partnerships, limited
liability companies or other trading vehicles, including partnerships, limited
liability companies and other trading vehicles affiliated with the General
Partner, as the General Partner may deem necessary or advisable from time to
time, and to establish or invest from time to time in such affiliates for the
conduct of the business of the Partnership as the General Partner may deem
necessary or advisable from time to time. The General Partner shall be the ‘tax
matters partner’ of the Partnership as defined in Section 6231 of the U.S.
Internal Revenue Code of 1986, as amended (the ‘Code’). All Partners hereby
consent to such designation and agree to take any further action as may be
required by regulation or otherwise to effectuate such designation. The General
Partner, in its sole discretion, may cause the Partnership to make, refrain from
making and, once having made, revoke the election referred to in Section 754 of
the Code or any other election affecting the computation of partnership income
required to be made by the Partnership pursuant to Section 703(b) of the Code,
and any similar or different elections provided by U.S. federal, state or local
law or any similar provision enacted in lieu thereof.

    


    (b) To the
full extent permitted under the Partnership Act, the General Partner shall have
full power to delegate to agents and contracting parties any or all of its
management duties, rights and responsibilities with respect to the Partnership
under the terms of this Agreement on such terms and conditions as the General
Partner may determine in its sole discretion.

    


    
      	
            	
              Section
      2.2  

            	
              Other
      Business.

            


    

    


    (a) Nothing
contained in this Agreement shall be deemed to preclude the General Partner, its
principals, officers, directors, managers, members, shareholders and employees
or their respective affiliates, from directly or indirectly purchasing, selling
or holding futures and securities, whether as principal, agent, broker or
dealer, or engaging in any other futures or securities activities or
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    enterprise
or for its own account, regardless of whether the Partnership also has purchased
or sold such futures or securities or has engaged in similar transactions in
futures or securities. The Limited Partners shall not have the right, by reason
of their status as such, to participate in any manner in any profits or income
earned or derived by or accruing to the General Partner, its principals,
officers, directors, managers, members, shareholders and employees or their
respective affiliates, from any transaction effected by any such person or from
the conduct of any business other than that of the Partnership.

    


    (b) The
activities and services of the General Partner under this Agreement are not
exclusive, and nothing contained in this Agreement shall be deemed or construed
to preclude the General Partner or any of its principals, employees or
affiliates from engaging in any other business activities or in any way limit or
circumscribe their respective abilities to engage in such other business
activities, except as provided by the Partnership Act.

    


    
      	
            	
              Section
      2.3  

            	
              Sharing in Profits and
      Losses. The General Partner shall share in all Partnership income,
      gains, losses, deductions and credits to the extent of its
      Units.

            


    

    


    
      	
            	
              Section
      2.4  

            	
              General Partner’s Capital
      Contributions.  Unless the General Partner is otherwise
      notified by counsel to the Partnership, the General Partner shall make and
      maintain a capital contribution to the Partnership in an aggregate amount
      equal to the lesser of (a) 1.01% of the aggregate net capital
      contributions made to the Partnership by all Partners from time to time
      (including the General Partner’s capital contributions) or (b) $500,000.
      The General Partner may not make any transfer or withdrawal of its
      contribution to the Partnership or receive any distribution of any portion
      of its Units while it is a general partner which would reduce its Book
      Capital Account to less than its required interest. The General Partner
      may contribute any greater amount to the Partnership. The General Partner
      may redeem, or receive a distribution on, any Units which represent
      capital in excess of its required interest without notice to the Limited
      Partners.

            


    

    


    
      	
            	
              Section
      2.5  

            	
              No Personal Liability for
      Return of Capital.  The General Partner shall not be
      personally liable for the return or repayment of all or any portion of the
      capital contributions or profits of any Partner (or assignee), it being
      expressly agreed that any such return or repayment of capital or profits
      made pursuant to this Agreement shall be made solely from the assets of
      the Partnership (which shall not include any right of contribution from
      the General Partner).

            


    

    


    
      	
            	
              Section
      2.6  

            	
              Fees
      and Expenses.

            


    

    


    (a) Except as
otherwise expressly agreed by the General Partner and subject to the provisions
of Section 1.6 and Section 1.7 of this Agreement, the Partnership shall be
responsible for all costs, liabilities and expenses incurred in connection with
the operation of its business, including, without limitation, expenses related
to general communication costs, security systems, recordkeeping, equipment and
research, management fees, incentive fees, cash management fees, brokerage
commissions, dealer spreads and related transaction fees and expenses,
continuing offering fees and expenses, computer time-sharing costs, the costs of
dedicated communication facilities, legal, accounting and auditing fees, tax
audit costs, tax filing preparation costs, taxes and assessments, costs related
to the preparation, reproduction and mailing of reports to Limited Partners,
expenses associated with compliance with applicable laws and regulations,
custodial fees and insurance costs. The Partnership also will be obligated to
pay all its extraordinary expenses, if any. To the extent that the Partnership
establishes or invests in an investment vehicle to implement the Trading
Advisor’s trading strategies, the Partnership also shall be obligated to pay its
pro-rata share of such investment vehicle’s organizational, operating and other
expenses.

    


    (b) Upon the
close of business on the last business day of every calendar month, the Trading
Advisor shall be paid a monthly management fee, payable in arrears, in an amount
equal to 1/6th of 1% of the Net Asset Value of the Partnership whether or not
the Partnership is profitable (approximately 2% annually). The General Partner
shall be paid a monthly administrative fee in an amount equal to 1/12th of 1% of
the month-end Net Asset Value of the Partnership whether or not the Partnership
is profitable (approximately 1% annually). For purposes of calculating the
management fee and the administrative fee, Net Asset Value of the Partnership is
determined before reduction for the management fee, administrative fee or
incentive fee accrued or paid as of such calendar month-end and before giving
effect to any subscriptions, distributions or redemptions accrued or paid as of
such calendar month-end. In the event that a Limited Partner redeems some or all
of its Units or the Partnership is dissolved or terminated as of any date other
than the last business day of a calendar month, the management fee and the
administrative fee shall be pro-rated based on the ratio that the number of days
in the calendar month through the date of such event bears to the total number
of days in the calendar month.

    


    (c) (i) Upon
the close of business on the last business day of every calendar month, the
Partnership shall pay the Trading Advisor an incentive fee equal to 20% of the
Net New Appreciation (as that term is defined in subsection 2.6(c)(ii), below),
if any, achieved by the Partnership as of the end of such calendar month. The
Trading Advisor shall be entitled to retain all incentive fees previously paid
to it even if subsequent losses are 

     

    
      
        
        

      

      
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    incurred.
However, no subsequent incentive fees shall be paid to the Trading Advisor until
the Trading Advisor has again achieved Net New Appreciation for the
Partnership.

    


    (ii) Net
New Appreciation achieved during a calendar month shall mean the excess, if any,
of (A) the Net Asset Value of the Partnership as of the end of the calendar
month (without reduction for any incentive fees accrued or paid to the Trading
Advisor for the calendar month or for any redemptions or distributions effected
during or as of the end of such calendar month and without increase for any
additional capital contributions effected during or as of the end of such
calendar month) over (B) the Net Asset Value of the Partnership as of the end of
the most recent prior calendar month for which an incentive fee was accrued or
paid with clause (B) reduced by the amount of the incentive fees accrued or paid
for such prior calendar month and also reduced by any redemptions or
distributions, and increased by any contributions, effected as of or subsequent
to the end of such prior calendar month through the first day of the calendar
month referred to in clause (A), above. For purposes of calculating the first
incentive fee payable to the Trading Advisor, clause (B) means the initial Net
Asset Value of the Partnership on the day the Partnership commences trading
activities. For purposes of calculating Net New Appreciation, taxes and
extraordinary expenses shall be excluded.

    


    (iii) In
the event that a Limited Partner redeems some or all of its Units as of any date
other than the end of a calendar month, such Limited Partner shall pay an
incentive fee, if earned, to the Trading Advisor, on the amount of the
redemption as though the date of such redemption were the end of the then
current calendar month even though the Trading Advisor may not be entitled to an
incentive fee had the Units been held through the end of the calendar month on
account of losses incurred subsequent to the redemption. If for any reason the
Partnership is dissolved as of a date other than the last day of a calendar
month, the incentive fee shall be calculated and paid to the Trading Advisor as
if such date were the last day of the then current calendar month.

    


    
      	
            	
              Section
      2.7  

            	
              Appointment of
      Brokers.  Subject to applicable law, the General Partner
      may designate from time to time one or more banks, brokers, dealers,
      clearing associations, depositories, futures commission merchants,
      introducing brokers, executing brokers, floor brokers, swap dealers or
      other financial institutions or persons (each a ‘Broker’ and collectively
      the ‘Brokers’), including Brokers affiliated with the General Partner, to
      execute transactions with or on behalf of the Partnership and to perform
      such other services for the Partnership as such Broker and the General
      Partner may agree upon from time to
time.

            


    

    


    
      	
            	
              Section
      2.8  

            	
              Withdrawal.  Except
      as provided in Section 7.2, below, the General Partner may not withdraw
      from the Partnership except upon 30 days’ prior written notice to the
      Limited Partners.

            


    

    


    ARTICLE
III 

    


    LIMITS
OF LIABILITY OF GENERAL PARTNER

    


    
      	
            	
              Section
      3.1  

            	
              Limits of
      Liability.  Neither the General Partner nor the Trading
      Advisor shall be liable to the Partnership or to any of its Partners or
      their successors or assigns for any act or failure to act taken or omitted
      by it in good faith and in a manner reasonably believed to be in or not
      opposed to the best interests of the Partnership if such act or failure to
      act did not constitute negligence, willful misconduct or a breach of
      fiduciary obligations. Nothing herein shall in any way constitute a waiver
      or limitation of any rights which the Partnership or its Partners may have
      under U.S. Federal or state securities laws or other applicable
      law.

            


    

    


    ARTICLE
IV 

    


    LIMITED
PARTNERS

    


    
      	
            	
              Section
      4.1  

            	
              Rights and
      Obligations.  The rights and obligations of the Limited
      Partners are governed by the provisions of the Partnership Act and by this
      Agreement. Except as otherwise provided herein, no Limited Partner shall
      be personally liable for any of the debts of the Partnership or any losses
      thereof beyond the amount of its capital contribution and profits
      attributable thereto (if any), whether or not distributed, together with
      interest thereon, except to the extent expressly provided in the
      provisions of the Partnership Act. No Limited Partner shall take part in
      the management of the business of or transact any business for the
      Partnership, and no Limited Partner shall have power to sign for or to
      bind the Partnership. No Limited Partner shall be entitled to the return
      of its contribution except (a) to the extent, if any, that distributions
      made, or deemed to be made, pursuant to this Agreement, may be considered
      as such by law, (b) upon dissolution of the Partnership, or (c) upon
      withdrawal or redemption and then only to the extent provided for in this
      Agreement. No Limited Partner shall have priority over any other Limited
      Partner either as to the return of capital contributions or as to profits,
      losses or distributions.

            


    

    


    
      	
            	
              Section
      4.2  

            	
              Admission of Additional Limited
      Partners.  Subject to the rights reserved to the General
      Partner in Section 1.6 and Section 1.7, above, and compliance with
      applicable laws, the General Partner may, at its option, admit
      

            


    

     

    
      
        
        

      

      
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    additional
Limited Partners to the Partnership and permit additional capital contributions
to be made to the Partnership as of the last business day of any calendar month
or at such other times as the General Partner may determine.

     

    
      	
            	
              Section
      4.3  

            	
              Capital.  Subject
      to the rights reserved to the General Partner in Section 1.6 and Section
      1.7, above, and compliance with applicable laws, each Limited Partner
      shall be required to make a minimum initial capital contribution to the
      Partnership equal to $50,000 (exclusive of upfront selling commissions, if
      any). The General Partner shall have the right to refuse any initial or
      additional capital contribution in whole or in part for any reason and
      may, in its sole discretion, waive or increase the amount of such minimum
      initial capital contribution from time to
time.

            


    

    


    
      	
            	
              Section
      4.4  

            	
              Reinvestment of
      Profits.  The Partners recognize that the profitability
      of the Partnership depends upon long-term, uninterrupted investment of
      capital. It is agreed, therefore, that Partnership profits may be
      automatically reinvested and that distributions of capital and gains, if
      any, to the Partners will be on a limited basis. Nevertheless, the Limited
      Partners contemplate the possibility that one or more of their number may
      elect to realize and withdraw gain, if any, or may desire to withdraw
      capital, prior to the dissolution of the Partnership pursuant to the
      redemption provisions of this
Agreement.

            


    

    


    
      	
            	
              Section
      4.5  

            	
              No Transfer Without
      Notice.  Each Limited Partner expressly agrees that it
      will not assign, transfer or dispose of, by gift or otherwise, any of its
      Units or any part or all of its right, title and interest in the capital
      or profits of the Partnership in violation of any applicable federal or
      state securities laws or without giving written notice to the General
      Partner.  No assignment, transfer or disposition by an assignee
      of Units or of any part of its right, title and interest in the capital or
      profits of the Partnership shall be effective against the Partnership or
      the General Partner until the General Partner receives the written notice
      of the assignment; the General Partner shall not be required to give any
      assignee any rights hereunder prior to receipt of such
      notice.  The General Partner may, in its sole discretion, waive
      any such notice.  No such assignee, except with the consent of
      the General Partner, may become a substituted Limited Partner, nor will
      the estate or any beneficiary of a deceased Limited Partner or assignee
      have any right to redeem Units from the Partnership except by redemption
      as provided herein.  Each Limited Partner agrees that with the
      consent of the General Partner any assignee may become a substituted
      Limited Partner without need of the further act or approval of any Limited
      Partner. If the General Partner withholds consent, an assignee shall not
      become a substituted Limited Partner, and shall not have any of the rights
      of a Limited Partner, except that the assignee shall be entitled to
      receive that share of capital and profits and other economic benefits and
      shall have that right of redemption to which his or her assignor would
      otherwise have been entitled. No assignment, transfer or disposition of
      Units shall be effective against the Partnership or the General Partner
      until the first business day of the calendar month following the month in
      which the General Partner receives notice of such assignment, transfer or
      disposition. The General Partner will send written confirmation to both
      the transferors and transferees of Units that the transfers in question
      have been duly recorded on the Partnership’s books and records. The
      General Partner will not permit the assignment, transfer or disposition of
      Units where, after the assignment, transfer or disposition, either the
      Limited Partner or the assignee would hold less than the minimum number of
      Units equivalent to an initial minimum purchase for the relevant Class of
      Units (as stated in the then-current confidential private offering
      memorandum in respect of the Units), except for assignments, transfers or
      dispositions by gift, inheritance, intrafamily transfers, family
      dissolutions or transfers to affiliates of the Limited
      Partner.

            


    

    


    ARTICLE
V 

    


    ACCOUNTING

    


    
      	
            	
              Section
      5.1  

            	
              Books of Account; Fiscal
      Year.  Proper books of account shall be kept under the
      accrual method of accounting, and there shall be entered therein all
      transactions relating to the Partnership’s business in accordance with
      U.S. generally accepted accounting principles, except as otherwise
      expressly provided in this Agreement. Each Partner shall have access at
      reasonable times and at reasonable intervals to all books, records and
      accounts of the Partnership during normal business hours at the offices of
      the General Partner. The fiscal year of the Partnership shall end on
      December 31 of each year unless otherwise required by Section 706(s) of
      the Code and the Treasury Regulations promulgated
    thereunder.

            


    

    


    
      	
            	
              Section
      5.2  

            	
              Valuation.  Except
      as otherwise expressly provided in this Agreement, in determining the
      accounts of the Partnership for all purposes, the assets and liabilities
      of the Partnership shall be valued at fair market value in accordance with
      U.S. generally accepted accounting principles, consistently applied under
      the accrual method of accounting, and the Partnership may, but shall not
      be required to, set up reserves against doubtful accounts and contingent,
      undetermined and unliquidated
liabilities.

            


    

     

    
      
        
        

      

      
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              Section
      5.3  

            	
              Effect of Accounting
      Determination.  Except with respect to the distributive
      interest of Partners determined in accordance with the provisions of this
      Agreement, the accounts of the Partnership, as ascertained and determined
      at the end of each fiscal year, shall be conclusive upon each Limited
      Partner, unless it shall make objection to the same in writing, delivered
      to the Partnership within 20 days after receipt by the Limited Partner of
      a statement of its account as sent to each Limited Partner at the end of
      each fiscal year. In the absence of such written objection, the accuracy
      of each account shall not thereafter be questioned by any Limited Partner
      or by its legal representatives.

            


    

    


    
      	
            	
              Section
      5.4  

            	
              Annual Reports and Monthly
      Statements.  Each Limited Partner shall be furnished with
      unaudited monthly financial statements which are expected to be delivered
      not later than 30 days following the end of the calendar month, audited
      annual financial statements relating to the operations of the Partnership
      which are expected to be delivered not later than 90 days following the
      end of the Partnership’s fiscal year and such other reports as are
      required to be given to Limited Partners by any governmental authority
      which has jurisdiction over the activities of the Partnership. Limited
      Partners also may be furnished with any other reports or information which
      the General Partner, in its discretion, determines to be necessary or
      appropriate. Appropriate tax information adequate to enable each Limited
      Partner to complete and file its U.S. federal income tax return with
      respect to its Units, if applicable, is expected to be delivered to each
      Limited Partner no later than 90 days following the end of each fiscal
      year.

            


    

    


    ARTICLE
VI 

    


    PROFIT
AND LOSS

    


    
      	
            	
              Section
      6.1  

            	
              Capital Accounts. The
      Partnership shall establish for each Partner a capital account for income
      tax Purposes (‘Tax Capital Account’) and a capital account for financial
      accounting purposes (‘Book Capital Account’). The initial balance of the
      Tax Capital Account and the Book Capital Account for each Partner shall be
      the initial capital contribution made to the Partnership by such Partner
      and shall be adjusted as provided in this Article
  VI.

            


    

    


    
      	
            	
              Section
      6.2  

            	
              Adjustments to Tax Capital
      Accounts.  The initial balance of the Tax Capital Account
      of each Partner shall be:

            


    

    


    (a) increased
by: (i) any cash and the fair market value of other property contributed to the
Partnership by such Partner in addition to such Partner’s original capital
contribution; (ii) the distributive share of the Partnership’s taxable income of
such Partner; and (iii) the distributive share of the Partnership’s income of
such Partner exempt from U.S. federal income taxation; and

    


    (b) decreased
by: (i) the amount of cash and the adjusted basis of other property distributed
to such Partner by the Partnership; (ii) the distributive share of the
Partnership’s taxable losses of such Partner (including capital losses); and
(iii) the distributive share of the Partnership’s expenditures of such Partner
(including expenditures described in Section 705(a)(2)(B) of the
Code).

    


    
      	
            	
              Section
      6.3  

            	
              Adjustments to Book Capital
      Accounts.  The initial balance of the Book Capital
      Account of each Partner shall be:

            


    

    


    (a) increased
by: (i) any cash and the fair market value of other property contributed to the
Partnership by such Partner in addition to such Partner’s original capital
contribution; and (ii) positive adjustments made to such Partner’s Book Capital
Account in accordance with Section 6.4, below; and

    


    (b) decreased
by: (i) the amount of cash and the fair market value of other property
distributed to such Partner by the Partnership (net of liabilities recorded on
such property that such Partner is considered under Section 752 of the Code to
assume or take subject to); and (ii) negative adjustments made to such Partner’s
Book Capital Account in accordance with Section 6.4, below.

    


    
      	
            	
              Section
      6.4  

            	
              Additional Adjustments to Book
      Capital Accounts.  As of the close of business on (a) the
      last business day of each calendar month, (b) the first business day of
      each calendar month, (c) if other than the last business day of a calendar
      month, the day on which an actual or deemed distribution of any
      Partnership property is made in cash or in kind or by redemption of any
      Units or otherwise, and (d) if other than the first business day of a
      calendar month, the day on which any cash or other property is contributed
      to the Partnership, the Book Capital Account of each Partner shall be
      adjusted as follows:

            


    

    


    (i) the
Net Asset Value of the Partnership shall be determined in accordance with
Section 1.8, above; and

     

    
      
        
        

      

      
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    (ii) each
Partner’s pro rata share of any increase or decrease in the Net Asset Value of
the Partnership as compared to the last determination of the Net Asset Value of
the Partnership for purposes of this Section 6.4 shall be determined (after
adjusting the Partner’s Book Capital Account under Section 1.8, above);
and

    


    (iii)
each Partner’s pro rata share of such increase or decrease in the Net Asset
Value of the Partnership as determined under subsection 6.4(ii), above (less the
aggregate amount of the incentive fees charged against the Partner’s Book
Capital Account under Section 1.8, above), shall be charged or credited to the
Book Capital Account of such Partner.

    


    
      	
            	
              Section
      6.5  

            	
              Allocation of Tax Profit and
      Loss.  Subject to Sections 1.6 and 1.7, above, and
      Section 6.7, below, all items of income, gain, loss and deduction
      (including items of income or gain which are not subject to U.S. federal
      income taxation and expenditures described in Section 705(a)(2)(B) of the
      Code) shall be allocated among the Partners for each fiscal year of the
      Partnership as follows:

            


    

    


    (a) Ordinary
Income and Ordinary Expense (as defined in Section 6.6, below) which properly
relate to an Accounting Period (as defined in Section 6.6, below) under the
Partnership’s method of accounting shall be allocated among all Partners in
proportion to the balance in each Partner’s Book Capital Account as of the
beginning of the Accounting Period in which earned or incurred; and

    


    (b) after all
adjustments to Book Capital Accounts under Section 6.4, above, have been made
for the fiscal year of the Partnership and after all the allocations under
subsection 6.5(a), above, for the fiscal year of the Partnership have been made,
the extent to which a Partner’s Book Capital Account exceeds its Tax Capital
Account (‘Positive Disparity’) or the extent to which a Partner’s Tax Capital
Account exceeds its Book Capital Account (‘Negative Disparity’) shall be
determined. Capital Gain and Capital Loss (as defined in Section 6.6, below)
shall then be allocated as follows:

    


    (i)
Capital Gain shall be allocated to each Partner who redeemed all of its Units
during such fiscal year to the extent of the Positive Disparity of such Partner
in the ratio that such Positive Disparity bears to the total Positive Disparity
of all Partners who redeemed all of their Units during such fiscal year. Capital
Gain remaining after such allocation shall be allocated to all other Partners to
the extent of each such Partner’s Positive Disparity in the ratio that such
Positive Disparity bears to the total remaining Positive Disparity of all
Partners;

    


    (ii)
Capital Loss shall be allocated to each Partner who redeemed all of its Units
during such fiscal year to the extent of the Negative Disparity of such Partner
in the ratio that such Negative Disparity bears to the total Negative Disparity
of all Partners who redeemed all of their Units during such fiscal year. Capital
Loss remaining after such allocation shall be allocated to all other Partners to
the extent of such Partner’s Negative Disparity in the ratio that such Negative
Disparity bears to the total remaining Negative Disparity of all such Partners;
and

    


    (iii) if
after the foregoing allocations under subsections 6.5(b)(i) and 6.5(b)(ii),
above, there remains Capital Gain or Capital Loss to be allocated, all remaining
Net Capital Gain or Net Capital Loss, as the case may be, shall be allocated
among all Partners with Units remaining in the ratio that each such Partner’s
Book Capital Account balance bears to the balance of the Book Capital Accounts
of all Partners.

    


    (c) Notwithstanding
the foregoing provisions of this Article VI, if any allocation would produce a
deficit in the Book Capital Account or Tax Capital Account of any Limited
Partner, the portion of such allocation which would create such deficit shall
instead be allocated to the Book Capital Account or Tax Capital Account, as
applicable, of the General Partner.

    


    
      	
            	
              Section
      6.6  

            	
              Definitions.  For
      purposes of this Agreement, the following terms shall have the following
      meanings:

            


    

     

    (a) Accounting
Period shall mean a calendar month or any period of shorter duration from the
last preceding Accounting Period until any of the dates specified in Section
6.4, above.

    


    (b) Capital
Gain or Capital Loss shall mean the gain or loss which would be recognizable by
the Partnership under U.S. federal income tax principles attributable to a
capital asset, including the gain or loss attributable to a ‘section 1256
contract,’ as defined by Section 1256 of the Code, and any other asset the
recognition of gain or loss of which, under U.S. federal income tax principles,
is not dependent upon the sale or other disposition thereof.

    


    (c) Net
Capital Gain shall mean the excess of Capital Gain over Capital
Loss.

    


    (d) Net
Capital Loss shall mean the excess of Capital Loss over Capital
Gain.

     

    
      
        
        

      

      
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    (e) Ordinary
Income shall mean all items of Partnership income or gain other than Capital
Gain.

    


    (f) Ordinary
Expense shall mean all items of Partnership loss or expense other than Capital
Loss.

    


    
      	
            	
              Section
      6.7  

            	
              Equitable
      Allocations.  The General Partner may make such other or
      additional allocations of income, gain, loss and deduction among the Units
      or the Partners as are, in the General Partner’s reasonable discretion,
      equitable in order to eliminate, to the extent possible, any disparities
      existing between the Book Capital Accounts and Tax Capital Accounts of the
      Partners and to allocate income, gain, loss and deduction in conformity
      with U.S. federal income tax principles among the Partners in accordance
      with their respective interests in the
  Partnership.

            


    

    


    ARTICLE
VII 

    


    DISTRIBUTIONS
OF PARTNERSHIP INCOME; REDEMPTIONS; WITHDRAWALS BY PARTNERS

    


    
      	
            	
              Section
      7.1  

            	
              Distributions to
      Partners.  The General Partner shall have sole discretion
      in determining the amount and frequency of distributions (other than
      withdrawals or redemptions by Limited Partners) which the Partnership
      shall make. All distributions shall be made in cash pro rata to the
      respective Book Capital Accounts of the Partners which hold Units as of
      the last day of the Accounting Period to which the distribution
      relates.

            


    

    


    
      	
            	
              Section
      7.2  

            	
              Redemptions.

            


    

    


    (a) Subject
to the provisions of this Section 7.2, the rights reserved to the General
Partner in Sections 1.6 and 1.7, above, and compliance with applicable laws, a
Limited Partner may redeem some or all of its Units as of the last business day
of each calendar month. The General Partner must receive ten days’ prior written
notice (including by facsimile) of a request for redemption. A Limited Partner’s
redemption will become effective on the last business day of the calendar month
during which such Limited Partner shall have given timely notice of redemption.
The General Partner may, in its discretion, waive any or all of the foregoing
restrictions. The right to redeem Units is contingent upon the Partnership
having assets sufficient in the view of the General Partner to discharge its
liabilities on the relevant redemption date.

    


    (b) If there
are any assets which cannot be properly valued on the redemption date, then each
Partner’s allocable share of any such assets may be retained in the Partnership
until such time when the assets can be properly valued. If there is any pending
transaction or claim by or against the Partnership involving or which may affect
the Book Capital Account of a redeeming Partner or the obligations of a
redeeming Partner which cannot, in the sole judgment and discretion of the
General Partner, be then ascertained, the proportionate amount thereof or the
proportionate probable loss therefrom may be retained in the Partnership until
the same can be resolved or ascertained or until the liquidation of the
Partnership, whichever occurs first. In this situation, no amount shall be paid
or charged to any such Partner or its legal representatives on account of any
transaction or claim until its final liquidation or at such other time as the
General Partner shall determine. In the meantime, however, the Partnership may
retain from other sums due such Partner or its legal representative an amount
which the General Partner reasonably estimates may be sufficient to cover the
share of such Partner in any probable loss or liability on account of such
transaction or claim.

    


    (c) The
Limited Partners hereby acknowledge that the net assets of the Partnership may
increase or decrease during the period from the date a Limited Partner gives
notice of its intention to redeem and the date on which such redemption is
effective and that any such increase or decrease in net assets during such
period may affect the balance of the Partners’ Book Capital
Accounts.

    


    (d) Subject
to the provisions of this Article VII, each redeeming Limited Partner shall be
paid the amount of its redemption as soon as practicable following the effective
date of redemption; provided, however, that the General Partner shall have the
right, exercisable from time to time, to postpone the payment and effective date
of any redemption for up to three months if the General Partner determines in
good faith that the liquidation of Partnership assets or investments required to
fund the redemption would adversely affect the Partnership or the value of the
Partners’ Units in the Partnership.

    


    (e) The
General Partner, acting in its sole discretion, may suspend redemptions of Units
if the Partnership’s investments are illiquid or if the Partnership’s ability to
withdraw its capital from any investment vehicle in which it has invested some
or all of its assets is restricted due to the conditions of its investment in
such vehicle or as necessary to comply with any applicable statute or rule of
any governmental authority or self-regulatory organization.

     

    
      
        
        

      

      
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              Section
      7.3  

            	
              Withdrawal of a Limited
      Partner.  The withdrawal of a Limited Partner shall occur
      in the event of the death, expulsion, dissolution, legal incapacity or
      bankruptcy of the Limited Partner or upon its request for redemption of
      all of its Units or if for any other reason it ceases to be a Limited
      Partner (other than the termination of the
  Partnership).

            


    

    


    
      	
            	
              Section
      7.4  

            	
              Timing of
      Withdrawal.  The withdrawal of a Limited Partner shall
      not occur for purposes of computing the withdrawing Limited Partner’s
      distributive interest pursuant to this Agreement until the last business
      day of the calendar month in which both (a) such event has taken place and
      (b) the General Partner has been appropriately informed in writing of such
      event. For all other purposes of this Agreement, such withdrawal shall be
      deemed to have occurred on the date upon which notice or knowledge thereof
      is received at the principal place of business of the
      Partnership.

            


    

    


    
      	
            	
              Section
      7.5  

            	
              Distribution on
      Withdrawal.  Upon the withdrawal of a Limited Partner or
      upon the termination of the Partnership, all in accordance with the terms
      of this Agreement, each withdrawing Limited Partner, or each Partner, as
      the case may be, shall be paid its respective distributive interest in
      cash pro rata in accordance with the respective Book Capital Accounts of
      the withdrawing Partners.

            


    

    


    
      	
            	
              Section
      7.6  

            	
              Time and Method of
      Payment.  The distributive interest of any Partner
      withdrawing pursuant to this Agreement shall be paid by sending a check
      for the amount to the address specified by the Limited Partner. Subject to
      certain restrictions, one hundred percent (100%) of the redemption amounts
      payable will be paid to the redeeming Limited Partner within 30 business
      days of the redemption date. At the option and expense of the redeeming
      Limited Partner, such redemption proceeds may be paid by wire transfer to
      an account designated by the Limited Partner in its request for
      redemption.

            


    

    


    
      	
            	
              Section
      7.7  

            	
              Continuance of
      Partnership.  Neither the complete withdrawal nor the
      partial withdrawal of a Limited Partner, in and of itself, shall terminate
      or dissolve the Partnership.

            


    

    


    
      	
            	
              Section
      7.8  

            	
              Rights and Obligations Upon
      Withdrawal.  Upon the complete withdrawal of a Limited
      Partner, all of its rights in specific Partnership property of every kind
      whatsoever, including, all books of account, records, and papers of the
      Partnership, shall immediately and without further assignment, pass to and
      become vested in the remaining or surviving Partners. The withdrawing
      Limited Partner and its legal representatives shall have only the right to
      receive the distributions to withdrawn Limited Partners provided for under
      this Agreement. A withdrawn Limited Partner or its legal representatives
      shall have such access to the books and other data of the Partnership to
      the extent necessary to obtain full information with respect to its
      distributive interest, but this right continues only until its
      distributive interest has been determined as provided in this
      Agreement.

            


    

    


    
      	
            	
              Section
      7.9  

            	
              Successor Obligations Upon
      Death or Legal Disability of a Limited Partner.  Upon the
      death or legal disability of a Limited Partner, its interest in the
      Partnership shall pass to its heirs or legal representatives. Each Limited
      Partner expressly agrees that in the event of its death it waives on
      behalf of itself and its estate, and it directs the legal representative
      of its estate and any person interested therein to waive, the furnishing
      of any inventory, accounting or appraisal of the assets of the Partnership
      and any right to an audit or examination of the books of the
      Partnership.

            


    

    


    
      	
            	
              Section
      7.10  

            	
              Directed
      Withdrawal.  The General Partner, at any time and for any
      reason in its sole discretion, may give notice in writing to any Limited
      Partner requiring that such Limited Partner shall withdraw, in full or in
      such part as specified in such notice, from the Partnership upon the date
      specified in the notice. Upon the date specified as the withdrawal date in
      such notice, the Limited Partner designated in the notice, if required to
      withdraw in full, shall be deemed to have withdrawn from the Partnership
      without any further action either on the part of such Limited Partner or
      on the part of any other Partner. Thereafter, the interest of the Limited
      Partner so designated in the notice shall be treated in the same manner as
      the interest of a withdrawn Limited Partner, and it shall have only the
      rights of a withdrawn Limited Partner, as provided in this
      Agreement.

            


    

    ARTICLE
VIII 

    


    INDEMNIFICATION

    


    
      	
            	
              Section
      8.1  

            	
              Indemnification of the General
      Partner, the Trading Advisor and their Affiliates.

            


    

    


    (a) In any
threatened, pending or completed action, arbitration, claim, demand, lawsuit or
proceeding (each a ‘Proceeding’), to which the General Partner, the Trading
Advisor or any of their affiliates was or is a party or is threatened to be made
a party by reason of the fact that it is or was the general partner of the
Partnership, or is or was the trading advisor of the Partnership, or is or was
affiliated with the General Partner or the Trading Advisor, the Partnership
shall indemnify, defend and hold harmless the General Partner, the Trading
Advisor and their 

     

    
      
        
        

      

      
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    affiliates
from and against any loss, liability, damage, cost, expense (including, without
limitation, attorneys’ and accountants’ fees and expenses), judgments and
amounts paid in settlement (collectively, ‘Losses’), incurred by them if the
party claiming indemnification acted in good faith and in a manner it reasonably
believed to be in, or not opposed to, the best interests of the Partnership and
provided that the omission, act or conduct that was the basis for such Losses
did not constitute willful misconduct, negligence or a breach of fiduciary
obligations on the part of the General Partner or the Trading Advisor. The
termination of any Proceeding by judgment, order or settlement, in and of
itself, shall not create a presumption that the General Partner, the Trading
Advisor or their affiliates did not act in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interests of the
Partnership.

    


    (b) The
Partnership shall make advances to the General Partner, the Trading Advisor and
their affiliates hereunder in connection with a Proceeding only if (i) the
Proceeding relates to the performance of duties or services by such persons to
the Partnership and (ii) if the person receiving such advance agrees to repay
the advance if such person ultimately is found by arbitration pursuant to
Section 10.10, below of this Agreement not to be entitled to indemnification
hereunder.

    


    (c) As used
in this Agreement, the term ‘affiliate’ of the General Partner or the Trading
Advisor shall mean the following: (i) any natural person, partnership,
corporation, limited liability company, association or other legal entity
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities of the General Partner or the Trading
Advisor; (ii) any partnership, corporation, limited liability company,
association or other legal entity 10% or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held with power to
vote by the General Partner or the Trading Advisor; (iii) any natural person,
partnership, corporation, limited liability company, association or other legal
entity directly or indirectly controlling, controlled by, or under common
control with, the General Partner or the Trading Advisor; or (iv) any officer,
director, manager or member of the General Partner or the Trading
Advisor.

    


    
      	
            	
              Section
      8.2  

            	
              Indemnification by
      Partners.  In the event that the Partnership, the General
      Partner, the Trading Advisor or any of their affiliates is made a party to
      any Proceeding or otherwise incurs any Losses as a result of, or in
      connection with (a) any Partner’s (or its assignee’s) activities,
      obligations or liabilities unrelated to the Partnership’s business or (b)
      any failure or alleged failure on the part of the Partnership or the
      General Partner to withhold from income or gains allocated or deemed to be
      allocated to any Partner (or its assignees), whether or not distributed,
      any amount with respect to which U.S. federal income tax withholding was
      required or alleged to have been required, such Partner (or its assignees
      cumulatively) shall indemnify, defend, hold harmless and reimburse the
      Partnership, the General Partner, the Trading Advisor and their affiliates
      for such Losses to which they shall become
  subject.

            


    

     

    ARTICLE
IX 

    


    TERMINATION

    


    
      	
            	
              Section
      9.1  

            	
              Dissolution.  The
      Partnership shall terminate and shall immediately be dissolved on December
      31, 2037, or earlier: (a) upon the insolvency or bankruptcy of the
      Partnership; (b) upon the dissolution or other cessation to exist as a
      legal entity of the General Partner or upon the retirement, removal,
      adjudication of bankruptcy or insolvency, dissolution or withdrawal of the
      General Partner unless a successor general partner has been elected by the
      Limited Partners or admitted by the General Partner or an additional
      general partner or additional general partners have been admitted by the
      General Partner prior to the date of any such event and such additional
      general partner(s) or successor general partner elects to continue the
      business of the Partnership; (c) at the election of the General Partner,
      or of all general partners, if there is more than one, upon 60 days’
      notice to the Limited Partner; or (d) upon the vote of Limited Partners
      holding a majority-in interest of all outstanding Limited Partnership
      Units (not including any Limited Partnership Units held by the General
      Partner). The death, legal disability, incapacity, insolvency, bankruptcy,
      dissolution or withdrawal of any Limited Partner shall not result in the
      dissolution or termination of the
Partnership.

            


    

    


    
      	
            	
              Section
      9.2  

            	
              Final
      Accounting.  Upon the dissolution of and failure to
      reconstitute the Partnership, an accounting shall be made of the accounts
      of the Partnership and of the Book Capital Account of each Partner, and of
      the Partnership’s assets, liabilities and changes in financial condition
      from the date of the last previous accounting to the date of such
      dissolution. The General Partner, or such person or persons designated by
      it, shall act as liquidating trustee or trustees and immediately proceed
      to wind up and terminate the business and affairs of the Partnership and
      liquidate the property and assets of the Partnership. In the event the
      dissolution is caused by the death, legal disability, incapacity,
      dissolution, insolvency or bankruptcy of the sole remaining General
      Partner, the liquidating trustee or trustees shall be designated in
      accordance with the majority-in-interest of the Limited
      Partners.

            


    

    


    
      	
            	
              Section
      9.3  

            	
              Distribution.  Upon
      the winding-up and termination of the business and affairs of the
      Partnership, its liabilities and obligations to creditors and all expenses
      incurred in liquidation shall be paid, and its remaining assets shall be
      distributed pro rata to the Partners in accordance with their respective
      Book Capital Accounts as determined under


            


    

     

    
      
        
        

      

      
        E-14

        
          

        

      

      
        
        

      

    

     

    Article VI;
provided, however, that, in the event of the dissolution or liquidation of the
Partnership prior to such time as the Partnership’s organizational expenses have
been completely amortized, these amounts will be deducted from the Net Asset
Value of the Partnership prior to the distribution of each Limited Partner’s
distributive interest.

     

    
      	
            	
              Section
      9.4  

            	
              Use of Firm Name Upon
      Dissolution.  At no time during the operation of the
      Partnership or upon the termination and dissolution of the Partnership
      shall any value be placed upon the firm name, or the right to its use, or
      to the goodwill, if any, attached thereto, either between the Partners or
      for the purpose of determining any distributive interest of any Partner in
      accordance with this Agreement. The legal representatives of any deceased
      Partner shall not have any right to claim such
  value.

            


    

    


    
      	
            	
              Section
      9.5  

            	
              Balance Owed by the General
      Partner.  In the event that there is a negative balance
      in the Book Capital Account of the General Partner upon liquidation after
      all adjustments to Book Capital Accounts have been made hereunder, whether
      by reason of losses in liquidating Partnership assets or otherwise, the
      negative balance shall represent an obligation from the General Partner to
      the Partnership to be paid in cash by the close of the taxable year in
      which such liquidation occurs or, if later, within 90 days after such
      liquidation, and the amount thereof shall be distributed to creditors of
      the Partnership or to the Partners with a positive balance in their Book
      Capital Accounts in accordance with Section 9.3,
  above.

            


    

    ARTICLE
X 

    


    MISCELLANEOUS

    


    
      	
            	
              Section
      10.1  

            	
              Notices.  All
      notices or other communications required or permitted to be given pursuant
      to this Agreement shall be effective only if in writing and shall be
      considered as properly given or made, if sent by facsimile, if personally
      delivered, if mailed, postage prepaid, or if telegraphed, by prepaid
      telegram, and addressed, if to the General Partner, to it at the address
      of the Partnership, and if to a Limited Partner, to the address of such
      Limited Partner as reflected in the books and records of the Partnership
      from time to time. Any Limited Partner may change its address by giving
      notice in writing to the General Partner stating its new address, and the
      General Partner may change its address by giving such notice to all
      Partners. Commencing on the tenth day after the giving of such notice,
      such newly designated address shall be such Partner’s address for the
      purpose of all notices or other communications required or permitted to be
      given pursuant to this Agreement.

            


    

    


    
      	
            	
              Section
      10.2  

            	
              Amendments;
      Meetings.

            


    

    


    (a) The
General Partner may amend this Agreement at any time, in its sole discretion,
provided amendment does not, in the opinion of the General Partner, adversely
affect the Limited Partners. The General Partner also may amend this Agreement
as to any other matters with the negative consent of the holders of a
majority-in-interest of all outstanding Units (not including any Units held by
the General Partner). For purposes of obtaining a negative consent, the General
Partner may require responses to be made within a specified time; provided,
however, that no amendment shall cause the Partnership to become a general
partnership, change the liability of the General Partner or the Limited Partners
so as to materially, adversely affect any Partner, directly reduce the Book
Capital Account of any Partner, extend the duration of the Partnership or change
the provisions of this sentence.

    


    (b) Notwithstanding
any provision to the contrary contained in this Agreement, this Agreement also
may be amended by the General Partner at any time, in its sole discretion, as to
the following matters: (i) to add to the representations, duties or obligations
of the General Partner or surrender any right or power granted to the General
Partner herein for the benefit of the Limited Partners; (ii) to cure any
ambiguity or to correct or supplement any provision in this Agreement which may
be inconsistent with any other provision; (iii) to delete from or add any
provision to this Agreement required or deemed necessary to be so deleted or
added by representatives of the U.S. Securities and Exchange Commission, the
Commodity Futures Trading Commission, any state securities commission or any
other governmental authority, exchange or self-regulatory organization for the
benefit or protection of the Limited Partners; (iv) to effect any amendment
authorized by the provisions of Sections 1.6 and 1.7, above; and (v) to amend
the provisions of Article VI of this Agreement regarding the allocations of
profits and losses for U.S. federal income tax purposes for any tax year ending
after the date of any such amendment or for which a Partnership tax return has
not been filed in any manner which the General Partner, in its sole discretion,
deems necessary or advisable to comply with the Code and to promote an equitable
treatment of all Partners. However, no such amendment shall cause the
Partnership to become a general partnership, change the liability of the General
Partner or the Limited Partners so as to materially and adversely affect any
Partner, change any Partner’s share of the profits or losses of the Partnership
without the consent of such Partner or extend the duration of the
Partnership.

     

    
      
        
        

      

      
        E-15

        
          

        

      

      
        
        

      

    

    
 

    (c) Upon any
amendment of this Agreement, the Certificate of Limited Partnership also shall
be amended if necessary to reflect such amendment.

    


    (d) Meetings
of the Partnership for purposes of taking any action permitted to be taken by
the Limited Partners under this Agreement may be called by the General Partner
or by the Limited Partners holding more than 10% of the then outstanding Units
(not including any Units held by the General Partner) for any matters for which
the Limited Partners may vote as set forth in this Agreement. Any such call
shall state the nature of the business to be transacted at the meeting, and no
other business shall be conducted at the meeting. The Limited Partners may vote
in person or by proxy at any such meeting. In the event that the Partnership is
required to comply with Regulation 14A under the 1934 Act or any successor
regulation, the foregoing time periods may be altered.

    


    
      	
            	
              Section
      10.3  

            	
              Sale or Pledge of Assets;
      Termination of the Partnership.  All or substantially all
      of the Partnership’s assets may be sold or pledged or the Partnership may
      be dissolved by the affirmative vote of a majority-in-interest of all
      outstanding Units with the consent of the General Partner at a meeting
      called and conducted in accordance with Section 10.2, above. However,
      nothing contained in this Section 10.3, Sections 1.6 and 1.7, above,
      Section 10.4, below, or in any other section of this Agreement shall imply
      that the Limited Partners have any rights of management or control over
      the operations of the Partnership.

            


    

    


    
      	
            	
              Section
      10.4  

            	
              Election or Removal of the
      General Partner.  The General Partner or any successor
      may be elected or removed from office by the affirmative vote of the
      holders of one hundred percent (100%) in interest of all outstanding
      Limited Partnership Units at a meeting called and conducted in accordance
      with Section 10.2, above. Subject to the rights reserved to the General
      Partner in Sections 1.6 and 1.7, above, and compliance with all applicable
      laws, the General Partner, in its sole and absolute discretion, may admit,
      at its option, one or more additional or substitute (for itself) general
      partners to the Partnership as of the last business day of any calendar
      month upon their execution of a counterpart of this Agreement upon 30
      days’ prior written notice to the
Partners.

            


    

    


    
      	
            	
              Section
      10.5  

            	
              Execution.  This
      Agreement may be executed in more than one counterpart with the same
      effect as if the Partners executing the several counterparts had all
      executed the same counterpart.

            


    

    


    
      	
            	
              Section
      10.6  

            	
              Successors in
      Interest.

            


    

    


    (a) Each of
the Partners covenants for it, its heirs, executors, administrators, successors,
assigns and legal representatives that it will, at any time on demand after its
withdrawal from the Partnership, contribute to any of its former Partners its
proportionate share of any liability, judgment or cost of any kind (including
the reasonable cost of the defense of any suit or action and any sums which may
be paid in settlement thereof) that may be incurred by any former Partners on
account of any matters or transactions occurring during the time it was a
Partner. The amount of such contribution shall not, in the case of a former
Limited Partner, exceed the then balance of its Book Capital Account at the time
it ceased to be a Limited Partner plus the amount of distributions theretofore
made to it, if any, plus interest thereon. Such proportionate share of
liability, judgment or cost of any kind shall be determined from this Agreement
as it existed at the time such matter or transaction occurred.

    


    (b) This
Agreement and all of its terms and provisions shall be binding upon and shall
inure to the benefit of the Partners and their respective legal representatives,
heirs, successors and assigns. Any person subsequently admitted to the
Partnership as a General Partner or Limited Partner shall be subject to all of
the provisions of this Agreement as if an original signatory
hereto.

    


    
      	
            	
              Section
      10.7  

            	
              Governance.  Each
      of the Partners agrees that if any action shall be taken pursuant to this
      Agreement by the required percentage-in-interest of the Limited
      Partnership Units, it will execute any such writing or instrument as may
      be necessary to carry out and perfect such action notwithstanding that
      said party may not have assented thereto or may have objected thereto.
      Partnership action covered within the scope of this clause includes, but
      is not limited to, the adoption of any Certificate of Limited Partnership
      or any amendment thereto, any instrument effecting or evidencing the
      withdrawal of a Partner and any amendment or supplement to this
      Agreement.

            


    

    


    
      	
            	
              Section
      10.8  

            	
              Ownership of Partnership
      Assets.  Any assets owned by the Partnership may be
      registered in the Partnership’s name, or in the name of a nominee, or in a
      ‘street name.’ Any corporation, Broker, custodian, clearing association,
      depository or transfer agent called upon to transfer any assets to or from
      the name of the Partnership shall be entitled to rely upon instructions or
      assignments signed by the General Partner without inquiry as to the
      authority of the person signing such instructions or assignments or as to
      the validity of any transfer to or from the name of the Partnership;
      provided, however, that any corporation, Broker, custodian, clearing
      association, depository or transfer agent holding cash or assets of the
      Partnership shall be expected to comply with any special instructions
      concerning payment and delivery given to it in writing by the General
      Partner.

            


    

     

    
      
        
        

      

      
        E-16

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	
              Section
      10.9  

            	
              Rights of
      Creditors.  A creditor who makes a nonrecourse loan to
      the Partnership shall not have or acquire at any time, solely as a result
      of making the loan, any direct or indirect interest in the profits,
      capital or property of the Partnership, other than as a creditor or
      secured creditor, as the case may
be.

            


    

    


    
      	
            	
              Section
      10.10  

            	
              Arbitration.  All
      controversies arising in connection with the Partnership’s business and
      between or among the Partners, shall be settled by arbitration, to be held
      in the City of New York, State of New York, under the then prevailing
      rules of the National Futures Association, or if no such rules are then
      obtaining or if jurisdiction is declined, then in accordance with the
      rules then obtaining of the American Arbitration Association. In any such
      arbitration, each of the parties hereto agrees to request from the
      arbitrators that: (a) the authority of the arbitrators shall be limited to
      construing and enforcing the terms and conditions of the Agreement as
      expressly set forth herein; (b) the arbitrators shall state the reasons
      for their award in a written opinion; (c) the arbitrators shall not make
      any award which shall alter, change, cancel or rescind any provision of
      this Agreement; and (d) the arbitrators’ award shall be consistent with
      the provisions of this Agreement. The award of the arbitrators shall be
      final and binding, and judgment may be confirmed and entered thereon in
      any court of competent
jurisdiction.

            


    

    


    
      	
            	
              Section
      10.11  

            	
              Investment
      Representations.  By executing this Agreement, each
      Limited Partner hereby represents and warrants to the General Partner as
      follows:

            


    

    


    (a) it
understands that its investment in the Partnership is a ‘security’ as defined in
Section 2(1) of the Securities Act of 1933, as amended (the ‘1933 Act’) which
has not been registered under the 1933 Act or any securities law of any state of
the United States and that its investment is being made in reliance upon the
exemption contained in Section 4(2) of the 1933 Act;

    


    (b) its
participation in the Partnership is being made for its own account for
investment purposes and with no present intention of reselling or distributing
its interest in the Partnership;

    


    (c) it is
familiar with the types of transactions and activities in which the Partnership
intends to engage and is fully aware that such transactions and activities
involve volatility and risk of loss; and

    


    (d) it is
fully capable of evaluating the merits and risks associated with an investment
in the Partnership, and its net worth is such that it can bear the economic risk
of loss of its investment in the Partnership.

    


    
      	
            	
              Section
      10.12  

            	
              Assignment.  The
      General Partner shall not assign this Agreement without the consent of
      each Limited Partner.

            


    

    


    
      	
            	
              Section
      10.13  

            	
              Compliance with the Investment
      Advisers Act of 1940.  To the extent that any provision
      hereof may be construed in a manner inconsistent with the Investment
      Advisers Act of 1940, it is the express intent of the General Partner and
      the Limited Partners that such provision be interpreted and applied ab
      initio so as to comply with the Investment Advisers Act of 1940 in all
      respects (even if doing so effectively amends the terms of this
      Agreement).

            


    

    


    


    IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and
year first written above.

     

    Man
Investments (USA) Corp.

     

    By: /s/
Andrew Stewart

    Andrew
Stewart, President

     

     

     

     

     

     


      E-17