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                                                                     EXHIBIT 3.2


                          LIMITED PARTNERSHIP AGREEMENT

                      THE FULCRUM FUND LIMITED PARTNERSHIP


LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT ARE BEING ACQUIRED FOR
INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE ASSIGNED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT OR SUCH ASSIGNMENT, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION IS EFFECTED IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION,
REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS AND/OR THE APPROVAL OF
CERTAIN STATE COMMISSIONS OR OTHER AUTHORITIES MAY BE REQUIRED FOR THE
ASSIGNMENT, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
INTERESTS.















                               Dated June 18, 1996
                           As Amended October 10, 2000


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                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                      THE FULCRUM FUND LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT, dated this 16th day of October, 2000, is
between Kenmar Advisory Corp. (the "General Partner") and the limited partners
(the "Limited Partners") listed on the books and records of The Fulcrum Fund
Limited Partnership (the "Partnership").

WHEREAS, by this limited partnership agreement, the Partnership was formed as a
limited partnership pursuant to the Act (as defined below); and

WHEREAS, the General Partner desires to offer and sell Units (as defined below)
to investors; and


NOW, THEREFORE, based upon the above representations, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the General Partner and the Limited Partners agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

As used in this Agreement, the following terms shall have the following
meanings:

Act. The Connecticut Uniform Limited Partnership Act.

Advisors. Beacon Management Corporation, a Delaware corporation with a principal
place of business at 47 Hulfish Street, Princeton, New Jersey 08542 and
Stonebrook Structured Products LLC, a Delaware limited liability company with a
principal place of business at 17 State Street, New York, New York 10004, or
such successor or assign as permissible under the Advisory Agreements.

Agreement. This Limited Partnership Agreement, as amended, modified or
supplemented from time to time.

Applicable Laws. (i) The provisions of all applicable statutes and laws of the
United States of America (including the states thereof) including the CEA, and
(ii) the constitution, by-laws, rules, regulations, orders, customs and usage of
(A) any United States market (and its clearing house, if any) on which a
transaction is executed on behalf of the Partnership and (B) the NFA or any
other United States regulatory or self-regulatory organization with jurisdiction
over any market, clearing house and/or member thereof and/or any bank, broker,
advisor or other intermediary dealing in Investments on behalf of the
Partnership.

CEAct. The Commodity Exchange Act, as amended.

CFTC. The Commodity Futures Trading Commission or such other governmental agency
that performs the functions presently being performed by the Commodity Futures
Trading Commission.

Capital Account. An account established for each Partner on the books of the
Partnership (i) as of the date of formation of



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the Partnership, (ii) on such later date on which such Partner is admitted to
the Partnership, and (iii) on each such other date as such Partner acquires an
additional Unit.

Capital Contribution. The amount of money and the fair market value of property
(net of liabilities) contributed by each Partner to the capital of the
Partnership.

Code. The Internal Revenue Code of 1986, as amended from time to time. A
reference to a section of the Code shall be deemed to include a reference to any
amendatory or successor provision thereto.

Damages. Damages, losses, claims, liabilities, whether joint or several,
expenses (including legal fees and disbursements), judgments, fines, settlements
and other amounts suffered in connection with or arising from any and all
claims, demands actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which the indemnitee may be involved, or
threatened to be involved, as a party or otherwise, by reason of his status as a
Partner or an officer, director, shareholder, constituent Partner, trustee,
employee or other representative of a Partner.

DOL. The United States Department of Labor or such other governmental agency
that performs the functions that are performed as of the date of this Agreement
by the United States Department of Labor.

ERISA. The Employment Retirement Income Security Act of 1974, as amended. A
reference to a section of ERISA shall be deemed to include a reference to any
amendatory or successor provision thereto.

General Partner. Kenmar Advisory Corp., a Connecticut corporation with a
principal place of business at Two American Lane, P.O. Box 5150, Greenwich,
Connecticut 06831-8150, a telephone number of (203) 861-1000 and a facsimile
transmission number of (203) 861-1095.

IRS. The United States Internal Revenue Service or such other governmental
agency that performs the functions that are performed as of the date of this
Agreement by the United States Internal Revenue Service.

Investments. (i) Commodities, futures contracts, forward contracts, foreign
exchange commitments, exchange for physicals, swap contracts, spot (cash)
commodities and other items, options on the foregoing and any rights pertaining
to the foregoing contracts, instruments or investments throughout the world,
(ii) any security as defined in Section 2(1) of the Securities Act of 1933, as
amended, (iii) any option, warrant or other right on or pertaining to any of the
foregoing, whether in the United States of America or anywhere else throughout
the world, or (iv) any other investment or transaction that the General Partner
deems, in its sole discretion, to be consistent with the objectives of the
Partnership.

Legal Representative. Executor, conservator, administrator or other legal
representative, or estate, heir, beneficiary or legal successor.

Limited Partners. The persons listed as such on the books and records of the
Partnership as having been admitted to the Partnership as limited partners as
set forth in this Agreement.

NFA. The National Futures Association or such other self-regulatory agency
having jurisdiction over the Partnership that performs the functions presently
being performed by the National Futures Association.

Net Asset Value per Unit. The Net Asset Value of the Partnership divided by the
number of Units outstanding as of the date of calculation.

Net Asset Value of the Partnership. Total assets of the Partnership less total
liabilities, all as determined in accordance with the principles set forth in
this Agreement or, where no such principles are specified herein, in accordance
with United States generally accepted accounting principles applied on a
consistent basis.



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The value of all Investments shall be the market value thereof. The value of a
Commodity traded on an exchange shall be the settlement or closing price thereof
on the exchange on the date of determination; provided, however, that if a
Commodity could not be liquidated on the day with respect to which the assets of
the Partnership are being determined, the settlement or closing price on the
first subsequent day on which the contract could be liquidated shall be the
basis for determining the liquidating value thereof. The market value of a
Commodity not traded on an exchange shall mean its market value as determined by
the General Partner on a basis consistently applied.

Partners. The General Partner and the Limited Partners.

Partnership. The Fulcrum Fund Limited Partnership, a limited partnership formed
under, governed by and operated pursuant to the provisions of the Act.

SEC. The United States Securities and Exchange Commission or such other
governmental agency that performs the functions that are being performed by the
United States Securities and Exchange Commission as of the date of this
Agreement.

Securities Act. The Securities Act of 1933, as amended.

Unit. A unit of general or limited partnership interest (including a unit of
limited partnership interest owned by the General Partner).

                                   ARTICLE II

                                  ORGANIZATION

2.1 FORMATION. The Partnership is hereby formed as a limited partnership under
and pursuant to the provisions of the Act, with the General Partner as general
partner and the Limited Partners as limited partners. Unless expressly provided
for herein, the rights and liabilities of the Partners shall be as provided in
the Act.


2.2 NAME. The Partnership shall do business under the name The Fulcrum Fund
Limited Partnership. All the business of the Partnership shall be conducted in
such name and all contracts, property and contract rights of the Partnership
shall be held in such name.


2.3 PRINCIPAL PLACE OF BUSINESS. The Partnership shall maintain a principal
place of business at Two American Lane, P.O. Box 5150, Greenwich, Connecticut
06831-8150. The Partnership may maintain such additional offices as the General
Partner deems necessary and the General Partner may change the location of those
offices and/or the principal office at any time by notice to the Limited
Partners.

2.4 TERM. The Partnership shall continue until terminated as set forth in
Section 8.1 below.


2.5 CHARACTER OF THE BUSINESS. The Partnership shall trade, buy, sell, spread or
otherwise acquire, hold or dispose of Investments through the retention of the
Advisors. The objective of the Partnership's business is appreciation of its
assets through the speculative trading of Investments.



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                                   ARTICLE III

                            CAPITALIZATION AND UNITS

3.1 CAPITAL CONTRIBUTIONS.

(a) The General Partner has initially contributed cash to the capital of the
Partnership in the amount of $1,000. As additional Limited Partners are admitted
to the Partnership, the General Partner shall maintain its capital account at no
less than the lesser of (i) 1% of the aggregate capital accounts of all Partners
or (ii) $500,000. Such additional contributions by the General Partner shall be
evidenced by units of general partnership interest, each of which shall have an
initial value equal to the Net Asset Value per Unit at the time of such
contribution. Such capital contributions shall represent the General Partner's
total obligation to make capital contributions to the Partnership, now and in
the future. Notwithstanding the foregoing, the General Partner, in its sole
discretion, may (i) withdraw any excess above its required capital contribution
without notice to the Limited Partners or (ii) may contribute any greater amount
to the Partnership, for which it shall receive additional Units of general
partnership interest of the Partnership at their then current Net Asset Value.
Additionally, the General Partner may, directly or indirectly, buy Units of
limited partnership interest.

3.2 OFFERING OF UNITS OF LIMITED PARTNERSHIP INTERESTS.

(a) Interests in the Partnership, other than the Units of general partnership
interest of the General Partner, shall be evidenced by Units of limited
partnership interest. The General Partner shall have complete discretionary
authority regarding the admission of additional Limited Partners (including but
not limited to the right to admit additional Limited Partners under terms and
conditions comparable to or different from those under which the existing
Limited Partners were solicited), the number that may be admitted and the
acceptance of additional Capital Contributions from existing Limited Partners,
provided that no offer or sale to investors shall be made if it would violate
any Applicable Law. Units shall be offered and sold by the General Partner at a
price per Unit equal to the Net Asset Value per Unit as of the close of business
on the last business day of any month plus a selling commission.

(b) A party shall become a Limited Partner at such time as:

         (i) He has contributed cash (or other consideration acceptable to the
         General Partner in its sole discretion) to the capital of the
         Partnership for deposit in the Partnership's account established for
         that purpose, and such contribution has been accepted by the General
         Partner; and

         (ii) The General Partner has designated such person as a Limited
         Partner on the books and records of the Partnership.

(c) All Units subscribed for upon receipt of a check or draft of a subscriber
shall be issued subject to the collection of the funds represented by such check
or draft. In the event that a check or draft of a subscriber for Units
representing payment for Units is returned unpaid, the Partnership shall cancel
such Units. Any losses or profits sustained by the Partnership allocable to such
canceled Units shall be deemed an increase or decrease in the Net Asset Value of
the Partnership and allocated among the remaining Partners as described in
Article IV. Each Limited Partner agrees to reimburse the Partnership for any
expense of loss (including any trading loss) incurred in connection with the
issuance and cancellation of any Units issued to such Partner.

3.3 ADDITIONAL UNDERSTANDINGS WITH RESPECT TO CAPITAL CONTRIBUTIONS.

(a) No Limited Partner shall have priority over any other Limited Partner with
respect to the return of his Capital Contribution.



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(b) No Limited Partner shall be entitled to demand or receive property other
than cash in return for his Unit.

(c) Except as provided in Subsection 3.1(a) above with respect to the General
Partner, no Partner shall be obligated to make any additional Capital
Contribution to the Partnership.

(d) No Partner shall be entitled to receive any interest on his Capital
Contribution.

                                   ARTICLE IV

                        CAPITAL ACCOUNTS AND ALLOCATIONS

4.1 CAPITAL ACCOUNT. A Separate Capital Account shall be maintained by the
Partnership for each Partner. The initial balance of each Partner's Capital
Account shall be the amount of his initial Capital Contribution to the
Partnership which shall be net of any offering expenses and selling commissions.
Thereafter, each Partner's Capital Account shall be (i) increased by all income,
gains, profits and credits allocated to such Partner and (ii) decreased by (A)
all losses, deductions and expenses allocated to such Partner, (B) all
distributions made to such Partner and (C) all redemptions by such Partner.
Maintenance of the Capital Accounts is intended to comply with Treasury
Regulation Section 1.704-1 (b)(2)(iv).

4.2 MONTHLY ALLOCATIONS OF PROFITS AND LOSSES FOR BOOK PURPOSES. As of the close
of business (as determined by the General Partner) on the last day of each
calendar month during each fiscal year of the Partnership, the following
determinations and allocations shall be made:

(a) The Net Asset Value of the Partnership, but before accrual of management and
incentive fees payable to the General Partner and the Advisors, shall be
determined.

(b) Accrued management fees, if any, shall then be charged against the Net Asset
Value of the Partnership.

(c) Accrued incentive fees, if any, shall then be charged against the Net Asset
Value of the Partnership.

(d) Any increase or decrease in the Net Asset Value of the Partnership (after
the adjustments in Subsections 4.2(b) and 4.2(c) above) as compared to the next
previous determination of the Net Asset Value of the Partnership shall then be
credited or charged to the capital accounts of each Partner in the ratio that
the balance of each account bears to the balance of all accounts.

(e) The amount of any distribution to a Partner, any amount paid to a Partner
upon redemption of Units, and any amount paid to the General Partner upon
withdrawal of its interest in the Partnership, shall then be charged to that
Partner's capital account.

4.3 ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of the end
of each fiscal year, the Partnership's realized profit or loss shall be
allocated among the Partners pursuant to Subsections 4.3(b) and 4.3(c) below for
federal income tax purposes. Such allocations of profit and loss shall be pro
rata from net capital gain or loss and net operating income or loss realized by
the Partnership. For United States federal income tax purposes, a distinction
shall be made between net short-term capital gain or loss, net mid-term capital
gain or loss and net long-term capital gain or loss.

(a) Items of ordinary income (such as interest or credits in lieu of interest)
and expense (such as monthly management fees, incentive fees, costs for legal,
accounting and auditing services and extraordinary expenses) shall be allocated
pro rata among the Partners based on their respective capital accounts as of the
end of the month in which the items of ordinary income or expense accrued.


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(b) Net realized capital gain or loss from the Partnership's trading activities
shall be allocated as follows:

         (i) For the purpose of allocating the Partnership's net realized
         capital gain or loss among the Partners, there shall be established an
         allocation account with respect to each outstanding Unit. The initial
         balance of each allocation account shall be the amount paid to the
         Partnership for the Unit, which shall be net of any organizational and
         offering expenses and selling commissions. Allocation accounts shall be
         adjusted as of the end of each fiscal year as follows:

                  (A) Each allocation account shall be increased by the amount
                  of income allocated to the holder of the Unit pursuant to
                  Section 4.3(a) above and Subsection 4.3(b)(iii) below.

                  (B) Each allocation account shall be decreased by the amount
                  of expense or loss allocated to the holder of the Unit
                  pursuant to Section 4.3(a) above, Subsection 4.3(b)(v) below
                  and by the amount of any distribution the holder of the Unit
                  has received with respect to the Unit (other than on
                  redemption of Units).

                  (C) When a Unit is redeemed, the allocation account with
                  respect to such Unit shall be eliminated.

         (ii) Net realized capital gain shall be allocated first to each Partner
         who has redeemed a Unit during the fiscal year up to the excess, if
         any, of the amount received upon redemption of the Unit over the
         allocation account attributable to the redeemed Unit.

         (iii) Net realized capital gain remaining after the allocation thereof
         pursuant to Subsection 4.3(b)(ii) above shall be allocated next among
         all Partners whose capital accounts are in excess of the Unit's
         allocation accounts (after the adjustments in Subsection 4.3(b)(ii)) in
         the ratio that each such Partner's excess bears to all such Partners'
         excesses. In the event that gain to be allocated pursuant to this
         Subsection 4.3(b)(iii) is greater than the excess of all such Partner's
         capital accounts over all such allocation accounts, the excess will be
         allocated among all Partners in the ratio that each Partner's capital
         account bears to all Partners' capital accounts.

         (iv) Net realized capital loss shall be allocated first to each Partner
         who has redeemed a Unit during the fiscal year up to the excess, if
         any, of the allocation account attributable to the redeemed Unit over
         the amount received upon redemption of the Unit.

         (v) Net realized capital loss remaining after the allocation thereof
         pursuant to Subsection 4.3(b)(iv) above shall be allocated next among
         all Partners whose Units' allocation accounts are in excess of their
         capital accounts (after the adjustments in Subsection 4.3(b)(iv)) in
         the ratio that each such Partner's excess bears to all such Partners'
         excesses. In the event that loss to be allocated pursuant to this
         Subsection 4.3(b)(v) is greater than the excess of all such allocation
         accounts over all such Partners' capital accounts, the excess loss will
         be allocated among all Partners in the ratio that each Partner's
         capital account bears to all Partners' capital accounts.

(c)  The tax allocations prescribed by this section 4.3 shall be made to each
     holder of a Unit, whether or not the holder is a substituted Limited
     Partner. In the event that a Unit has been assigned, the allocations
     prescribed by this section 4.3 shall be made with respect to such Unit
     without regard to the assignment, except that in the year of assignment the
     allocations prescribed by this section 4.3 shall be divided between the
     assignor and the assignee based on the number of months each held the
     assigned Unit. For purposes of this section 4.3, tax allocations shall be
     made to the General Partner's general partnership interest on a
     Unit-equivalent basis.


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                                    ARTICLE V

                           GENERAL PARTNER'S NET WORTH

For as long as the General Partner remains the general partner of the
Partnership, the General Partner shall maintain its net worth as may be required
so that the Partnership will be treated as a partnership for federal income tax
purposes.

                                   ARTICLE VI

                POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER

6.1 MANAGEMENT OF THE PARTNERSHIP.

(a) Although the Limited Partners rely exclusively on the judgment and the
ability of the Advisors in trading Investments for the Partnership, the
management of the Partnership shall be vested exclusively in the General
Partner, who, subject only to those limitations specifically set forth in this
Agreement, shall exercise full, exclusive and complete control over the
management of the Partnership's affairs for the purposes herein stated, shall
make all decisions affecting Partnership affairs, and shall devote such time to
the affairs of the Partnership, as it, in its sole discretion, deems necessary
or appropriate to accomplish the purposes of the Partnership. To facilitate the
execution of various documents by the General Partner on behalf of the
Partnership and the Limited Partners, each Limited Partner has, pursuant to
Article X, appointed the General Partner, with full power of substitution, such
Limited Partner's attorney-in-fact.

(b) In furtherance (and not in limitation) of Subsection 6.1(a) above, the
General Partner shall possess and may exercise the same powers, rights and
privileges as a general partner in a partnership without Limited Partners,
including but not limited to the following rights, powers and privileges to act
on behalf of the Partnership:

         (i) Upon such terms and subject to such conditions as the General
         Partner, in its sole discretion, shall deem necessary or appropriate,
         to open, maintain and close accounts (including margin accounts) with
         any bank, brokerage house, broker, clearinghouse, futures commission
         merchant, dealer, mutual fund or other financial institution, including
         but not limited to state or national banks and/or money market and cash
         management funds, and to draw checks or other orders for the payment of
         money.

         (ii) To incur, disburse and pay all fees, expenses, costs and charges
         of the Partnership, including to pay the fees of the General Partner
         and the Advisors.

         (iii) To make all reports to the Partners required by this Agreement,
         Law or the Rules and Regulations.

         (iv) To retain, engage or otherwise hire or employ any person or entity
         that the General Partner, in its sole discretion, deems necessary or
         appropriate, and to compensate such parties in such amount as the
         General Partner, in its sole discretion, deems appropriate, including
         but not limited to the Advisors, banks, brokers and dealers.

         (v) To negotiate and enter into agreements with any person or entity
         retained, engaged or otherwise hired or employed by the Partnership
         (including but not limited to the Advisors, banks, brokers, dealers,
         attorneys and accountants) upon such terms and conditions as the
         General Partner, in its sole discretion, shall deem to be in the best
         interests of the Partnership and to compensate such parties in such
         amount as the General Partner, in its sole discretion, deems
         appropriate.

         (vi) To fire or remove any person or entity previously retained,
         engaged or otherwise hired or employed the Partnership at any time and
         from time to time as the General Partner, in its absolute discretion,
         deems appropriate.



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         (vii) To allocate part or all of the Net Asset Value of the Partnership
         to the Advisors (including to increase and decrease the amount of any
         such allocation). Notwithstanding the preceding sentence, to increase
         (or decrease) the leverage at which the Advisors trade the assets of
         the Partnership or to increase (or decrease) the leverage at which the
         assets of the Partnership as a whole are traded, the General Partner
         may instruct the Advisors to trade the assets of the Partnership as if
         the Advisors has more (or less) Partnership assets under management
         than have been actually allocated to the Advisors. The increase in
         leverage may be accomplished by, among other ways, allocating "notional
         funds" to the Advisors and compensating the Advisors based upon such
         notional funds. In addition, in the aggregate, the sum of "notional"
         funds allocated and actual funds allocated may exceed the total Net
         Asset Value of the Partnership.

         (viii) In connection with the Partnership's private placement of Units
         as described above, the General Partner, on behalf of the Partnership,
         shall: (A) file or cause to be filed all required documents with the
         CFTC and NFA, Form D with the SEC and such state forms as required by
         the state securities administrators; (B) qualify Units for sale
         initially and on a continuing basis under the Blue Sky and securities
         laws of such states of the United States or other jurisdictions as it
         shall deem advisable; and (C) make other arrangements for the sale of
         Units as it deems necessary or appropriate.

         (ix) To negotiate and, on behalf of the Partnership, enter into a
         customer agreement with each bank, broker and/or dealer upon such terms
         and conditions as the General Partner, in its sole discretion, shall
         deem to be in the best interests of the Partnership.

         (x) To admit additional Limited Partners, each of which newly-admitted
         Limited Partners shall contribute to the capital of the Partnership in
         an amount that shall not be less than the Net Asset Value of each Unit
         acquired. The General Partner at its option, may admit any permitted
         transferee or assignee of Units as a substituted Limited Partner in
         accordance with this Agreement.

         (xi) To waive all or any portion of selling commissions, minimum
         investment requirements or redemption procedures.

         (xii) To act in all matters incidental to the foregoing.

(c) No person dealing with the General Partner shall be required to determine
its authority to make any undertaking on behalf of the Partnership, nor to
determine any fact or circumstances bearing upon the existence of its authority.

6.2 COMPENSATION.

(a) As compensation for managing the continuing offering of Units, the General
Partner shall receive a monthly offering fee equal to 0.25% (3% annually) of the
month's beginning Net Asset Value of the Partnership (or, for the first month of
operation, the initial Net Asset Value of the Partnership).

(b) The General Partner may amend Subsection 6.2 (a) above without the consent
of the Limited Partners to change its compensation to such amount and/or in such
forms as the General Partner, in its sole discretion, shall determine, provided
that the General Partner has given the Limited Partners ninety (90) days' prior
written notice of such change. Forms of compensation may include, but are not
limited to one or more of the following: receiving a commission rebate from a
commodity broker, receiving a management fee based upon a percentage of the Net
Asset Value of the Partnership or of the assets under an Advisors' management or
receiving an incentive allocation based upon a percentage of Trading Profits.

6.3 ABSOLUTE RESTRICTIONS. Notwithstanding anything to the contrary in this
Agreement, the General Partner shall have no authority:

(a) To do any act in contravention of this Agreement or any Law or any Rule or
Regulation;



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(b) To do any act that would make it impossible to carry on its business; or

(c) To possess Partnership property or assign the rights of the Partnership in
specific property for other than a Partnership purpose.


6.4 TAX MATTERS PARTNER. The General Partner shall be the "tax matters partner"
as described in Sections 6221-6231 of the Code, and the General Partner may
enter into any settlement agreement pursuant to the Code. The tax matters
partner shall prepare (or cause to be prepared) and sign all tax returns of the
Partnership. The Partnership will reimburse the tax matters partner for all
costs and expenses incurred by him in connection with any audit or
administrative or judicial proceeding with respect to the tax liabilities of the
Partners that relate to the Partnership.

6.5 STANDARD OF LIABILITY; INDEMNIFICATION.

(a) The General Partner shall perform his duties under this Agreement with due
care and in accordance with the good practices of the industry, but the General
Partner shall have no liability whatsoever to the Partnership or a Limited
Partner for any Damages suffered by the Partnership or a Limited Partner that
arises out of any act or failure to act by the General Partner not amounting to
fraud, willful misconduct, gross negligence or bad faith.

(b) The Partnership shall indemnify, defend, and hold harmless the General
Partner and its affiliates, shareholders, officers, directors, employees and
agents from and against any Damages actually and reasonably incurred resulting
from actions, omissions, or conduct concerning the business or activities
undertaken by or on behalf of the Partnership, including, without limitation,
any demands, claims, lawsuits, or proceedings initiated by a Limited Partner (or
assignee); provided, that a court of competent jurisdiction upon entry of a
final judgment shall find (or, if no final judgment is entered, an opinion is
rendered to the Partnership by independent legal counsel) to the effect that the
conduct that was the basis for such Damages was not the result of gross
negligence or willful misconduct and was done in good faith and in the
reasonable belief that it was in, or not opposed to, the best interests of the
Partnership. The termination of any action, proceeding, or claim by judgment,
order, or settlement shall not, of itself, create a presumption that the conduct
in question was the result of willful malfeasance or gross negligence, or was
not undertaken in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the Partnership.

(c) To the extent permitted by law, expenses (including attorneys' fees)
incurred by the General Partner or any person to be indemnified hereunder in
defending any action, proceeding, or claim referred to in this Section 6.5 may
be paid voluntarily by the Partnership in advance of the final disposition of
the action, proceeding, or claim, provided, that the indemnified person or
entity shall agree to reimburse the Partnership unless it is ultimately
determined that indemnification of such expenses is permitted hereunder.

(d) Nothing contained in this Section 6.5 shall increase the liability of any
Limited Partner to the Partnership beyond the amount of such Partner's
unredeemed capital contribution and his share of undistributed profits, if any,
and any distributions and amounts received upon redemption of Units together
with interest thereon. All rights to indemnification and payment of legal fees
and expenses shall not be affected by the termination or dissolution of the
Partnership or the withdrawal, insolvency, or dissolution of the General Partner
or of any successor general partner. The General Partner shall be entitled to
rely on advice of counsel and any act or omission of the General Partner
pursuant to such advice shall not subject the General Partner to liability to
the Partnership or to the Limited Partners.

(e) In the event that the Partnership is made a party to any claim, dispute, or
litigation or otherwise incurs any loss or expense as a result of, or in
connection with, any Partner's obligations or liabilities unrelated to the
Partnership's business, such Partner (or assignees cumulatively) shall indemnify
and reimburse the Partnership for all loss and expense incurred, including
attorneys fees.

(f) Notwithstanding Subsections 6.5 (b) and (c) above, indemnification will be
permitted only to the extent permissible under, and subject to the conditions
prescribed by, Applicable Law.



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(g) Notwithstanding Subsections 6.5 (b) and (c) above, no indemnification of the
General Partner or any other party indemnified hereunder by the Partnership
shall be permitted for Damages resulting from any violations of federal or state
securities laws, or any other intentional or criminal wrongdoing.

6.6 LIABILITY FOR RETURN OF CAPITAL. Except to the extent that Damages arose out
of any act or failure to act by the General Partner amounting to fraud, gross
negligence, willful misconduct or bad faith, the General Partner shall not be
liable for the return of any portion of any Limited Partner's Capital
Contribution.

6.7 OTHER ACTIVITIES OF THE GENERAL PARTNER. Nothing in this Agreement shall
limit or restrict the right of the General Partner to engage in business
ventures or investments other than the Partnership, of any nature whatsoever,
including any venture involving investing in or trading Investments, nor shall
anything in this Agreement be deemed to confer upon the Partnership or any other
Partner any right or interest in any other such other venture or investment or
any income, gain, profit or other benefit derived therefrom.

6.8 TRANSFERABILITY OF INTEREST; WITHDRAWAL.

(a) The General Partner may not assign, sell, transfer, pledge, hypothecate or
otherwise dispose of his interest in the Partnership, in whole or in part, other
than by last will and testament or by operation of Law. Any attempt in violation
of the above shall be null and void.

(b) Subject to the Rules and Regulations, the General Partner may withdraw from
the Partnership upon thirty (30) days' prior written notice to all of the
Partners, which notice shall specify the effective date of withdrawal.

                                   ARTICLE VII

             POWERS, RIGHTS AND LIABILITIES OF THE LIMITED PARTNERS

7.1 NO RIGHT TO MANAGE OR REPRESENT PARTNERSHIP.

(a) No Limited Partner (or group of Limited Partners) shall take part in the
management of the business of the Partnership, transact any business for the
Partnership or have the power to sign for or to bind the Partnership to any
agreement or document, said powers being vested solely and exclusively with the
General Partner as set forth herein.

(b) Except as specifically set forth in this Agreement, Limited Partners shall
have no voting rights.

7.2 LIMITATIONS ON LIABILITY. Except as provided in the Act, each Limited
Partner's liability shall be limited to the amount in his Capital Account.
Except as provided in the Act, no Limited Partner shall be personally liable for
any debt, liability or obligation of the Partnership or be required to return
any distribution made to him or to contribute any capital in addition to his
Capital Contribution.

7.3 TRANSFERABILITY OF INTEREST.

(a) Except as provided in Section 7.4 below, no Limited Partner may assign,
sell, transfer, pledge, hypothecate or otherwise dispose of his interest in the
Partnership, in whole or in part (and the transferee may not become a
substituted Limited Partner), unless they are subsequently registered under the
Securities Act and applicable state securities or Blue Sky laws or are exempt
from registration, and without the express prior written consent of the General
Partner, which may be granted or denied in its sole discretion. Any attempt in
violation of the above shall be null and void.



                                      B-11
<PAGE>   12

(b) Any transferee or assignee of Units who has not been admitted to the
Partnership as a substituted Limited Partner shall be entitled only to the
economic benefits (including the right to receive that share of capital and
profits and that right of redemption) to which his assignor would have otherwise
been entitled and shall not have any of the rights of a Limited Partner under
the Act or this Agreement; and such transferee or assignee shall remain subject
to the other terms of this Agreement binding upon Limited Partners.

7.4 REDEMPTIONS.

(a) A Limited Partner may require the Partnership to redeem all or part of his
Units effective as of the close of business on the last business day of a month
at the Net Asset Value per Unit as of such date, if (i) the General Partner
receives, at least ten (10) business days before the last business day of the
month, a Request for Redemption in writing (by registered, certified or first
class mail or by facsimile transmission) containing the information requested in
Subsection 7.4(b) below or in the form annexed to this Agreement and (ii) a
Limited Partner is either redeeming all his Units or, if a Limited Partner is
redeeming less than all his Units, the aggregate Net Asset Value of his
remaining Units is at least $10,000.

(b) A Request for Redemption must contain (i) the name in which the Units are
owned; (ii) the number of Units or the dollar amount to be redeemed; and (iii)
the signature of the person(s) authorized to request such redemption. A Request
for Redemption cannot be revoked by a Limited Partner unless such revocation is
acknowledged by the General Partner in his sole discretion. A form of Request
for Redemption is annexed to the Limited Partnership Agreement. Additional
copies of Requests for Redemption may be obtained by written request to the
General Partner.

(c) Upon redemption, a Limited Partner will receive, for each Unit redeemed, an
amount equal to the Net Asset Value per Unit as of such date, less any amount
owed by such Partner to the Partnership or the General Partner, including but
not limited to (i) taxes the Partnership and the General Partner may have been
required to withhold (or may have paid out of its or his assets) on certain
income of the Partnership allocable to a Limited Partner and (ii) amounts owed
pursuant to Section 6.5. If a Limited Partner desires to be paid other than by
Partnership check, the expenses associated with payment of redemption by means
other than Partnership check (or bank or broker check at the discretion of the
General Partner) will be borne by the Limited Partner.

(d) The General Partner will endeavor to pay redemptions within a reasonable
time after the applicable redemption date. The right to obtain redemption is
contingent upon the Partnership's having assets sufficient to discharge all of
its liabilities, contingent or otherwise, of the Partnership (except any
liability to Partners on account of their capital contributions) and upon the
Partnership having property sufficient to pay such redemptions on such Date (in
addition to the condition set forth in Subsection 7.5(a) above). Under certain
circumstances (including but not limited to the inability on the part of the
Partnership to liquidate positions or the default or delay in payments due the
Partnership from banks, brokers, dealers or other persons), the Partnership may
delay payment to Limited Partners requesting redemption of Units of the
proportionate part of the Net Asset Value of the Partnership represented by the
sums subject to such default or delay.

(e) The General Partner reserves the right to establish reserves for
contingencies and, in connection therewith to withhold such amounts from
redemptions.

(f) The General Partner may, at any time, in its sole discretion, require any
Limited Partner to withdraw entirely from the Partnership, or to withdraw a
portion of his Units as follows:

         (i) By giving no less than ten (10) days' written notice to the Limited
         Partner(s) thus designated; or

         (ii) Without giving notice if (A) the General Partner determines such
         Limited Partner is a benefit plan investor (within the meaning of DOL
         Regulations Section 2510.3-101(f)(2)) and such action is advisable, in
         the sole discretion of the General Partner, to ensure that the assets
         of the Partnership are not treated as plan assets under ERISA, (B) such
         Limited Partner made a misrepresentation to the General Partner in
         connection with his purchase of Units, or (C) such Limited Partner's
         ownership of a Unit would result in the violation of any Law or Rule
         and Regulation applicable to the Partnership or a Partner.


                                      B-12
<PAGE>   13

7.5 EFFECT OF TRANSFER OR REDEMPTION. Notwithstanding anything to the contrary,
the redemption, death, incompetence, legal incapacity or dissolution of a
Limited Partner shall not cause the business of the Partnership to be dissolved,
wound up or terminated. The Legal Representative shall become a Limited Partner
and a party to this Agreement to the same extent as the decedent, insane,
incompetent or legally incapacitated Limited Partner was, and with the same
rights and obligations.

7.6 OTHER ACTIVITIES. Nothing in this Agreement shall limit or restrict the
right of a Limited Partner to engage in business ventures or investments other
than the Partnership, of any nature whatsoever, including any venture involving
Investments, nor shall anything in this Agreement be deemed to confer upon the
Partnership or any other Partner any right or interest therein or any Profit or
other benefit derived therefrom.

                                  ARTICLE VIII

                           DISSOLUTION AND LIQUIDATION

8.1 DISSOLUTION. The Partnership shall dissolve and the assets of the
Partnership shall be liquidated and the Partnership terminated pursuant to
Section 8.2 below, upon the earliest to occur of the following events:

(a) December 31, 2026;

(b) The General Partner elects to terminate the Partnership upon thirty (30)
days prior written notice to the Limited Partners;

(c) The General Partner withdraws from the Partnership pursuant to Subsection
6.8(b) above, unless the Partners elect in writing to continue the Partnership
with a substituted General Partner;

(d) The General Partner is bankrupt or insolvent or seeks relief as a bankrupt
or insolvent under any statute, law or regulation;

(e) Upon the election of the General Partner, which may be made in its sole
discretion, and notice to the Limited Partners, on the bankruptcy, insolvency or
liquidation of the Advisors;

(f) The sale, transfer or other disposition of all or substantially all of the
assets of the Partnership (other than a pledge as collateral security), unless
the Partners elect in writing to continue the Partnership for the purpose of the
receipt and collection of any payments or other consideration due to it or for
the fulfillment of any continuing obligations or has collected all such payments
or consideration, or the General Partner has determined that there is no
material likelihood that any further payments or consideration will be collected
by the Partnership;

(g) The acquisition by a Partner of all of the interests of all other Partners;
or

(h) The occurrence of an event specified under the Act as one effecting such
dissolution, except that if, under the terms of this Agreement, the Partnership
is not required to terminate a new Partnership automatically shall be in effect
among the remaining Limited Partners, and such successor Partnership shall
succeed to all the property, assets and business, subject to all liabilities and
contracts, of the prior Partnership and shall be controlled by the terms of this
Agreement.


                                      B-13
<PAGE>   14

8.2 LIQUIDATION.

(a) Upon dissolution of the Partnership (except dissolution pursuant to
Subsection 8.1(g)), and in the absence of an election to continue the business
of the Partnership pursuant to Subsection 8.1(f) or its reconstitution under
Subsection 8.1(h), the General Partner or a person selected by the General
Partner (or, if the General Partner is unable or unwilling to select such
person, by a liquidating trustee selected by the Limited Partners) shall proceed
to wind up the affairs of the Partnership, liquidate the remaining property and
assets of the Partnership and terminate the Partnership. In carrying out the
business of liquidating the Partnership, the liquidating trustee shall have all
the rights and powers of the General Partner hereunder.

(b) The operations of the Partnership shall continue for a reasonable time so as
to enable the General Partner or the liquidating trustee, as the case may be, to
reduce the risk of the Partnership's positions and liquidate the assets of the
Partnership, discharge the Partnership's debts, liabilities and obligations and
generally wind up the affairs of the Partnership in an orderly manner so as to
minimize the normal losses attendant upon liquidation.


(c) Upon completion of the liquidation, each Partner shall be furnished with a
statement setting forth the assets and liabilities of the Partnership as at the
date of completed liquidation, at which time the General Partner or the
liquidating trustee (as the case may be) shall cause a certificate of
cancellation of the Partnership to be prepared, executed and filed.

(d) Nothing herein shall be construed as a limitation upon or termination of any
right of any Limited Partner during or following liquidation.

8.3 DISTRIBUTION OF ASSETS.

(a) The proceeds of liquidation shall be applied and distributed in the
following manner and order of priority:

         (i) To the payment of all lawful and proper fees and expenses
         attributable thereto;

         (ii) To any outstanding debts or obligations of the Partnership;

         (iii) The balance, if any, to the Partners in accordance with positive
         Capital Account balances.

(b) No Partner shall have the right to require a partition of any or all of the
Partnership property.

                                   ARTICLE IX

                           BOOKS, RECORDS AND REPORTS

9.1 FISCAL YEAR. The fiscal year of the Partnership shall end December 31 except
that in the final year of the Partnership the fiscal year shall end on the
earlier of the date of liquidation or the date of final distribution.

9.2 RECORDKEEPING.

(a) The General Partner shall keep, or cause to be kept, full and accurate
records of all transactions of the Partnership in accordance with generally
accepted accounting principles, and as required by the CEAct and the Rules and
Regulations.



                                      B-14
<PAGE>   15

(b) The General Partner shall keep at the principal office of the Partnership
such books and records relating to the business of the Partnership as it deems
necessary or advisable or as are required by the CEAct and the Rule and
Regulations. To the extent required by applicable Rules and Regulations, such
books and records shall be available to Limited Partners or their authorized
attorneys or agents for inspection and copying during normal business hours of
the Partnership and, upon request, copies shall be sent to any Limited Partner
upon payment by such Partner of reasonable reproduction and distribution costs.
Ten (10) business days written notice to the General Partner shall be required
for such inspection and copying by a Limited Partner or his authorized attorney.

9.3 AUDIT; ANNUAL REPORT TO PARTNERS. The Partnership's books shall be audited
annually by an independent certified public accountant selected by the General
Partner. To the extent required by Applicable Law, the Partnership shall use its
best efforts to cause each Partner to receive: (a) within ninety (90) days after
the close of each fiscal year, a certified annual report containing audited
financial statements (including a statement of income and statement of financial
condition) of the Partnership for the fiscal year then ended, prepared in
accordance with generally accepted accounting principles and accompanied by a
report of the independent certified public accountant which audited such
statements, and such other information as the CFTC or NFA from time to time may
require; and (b) within ninety (90) days after the close of each fiscal year,
such tax information relating to the Partnership as is necessary for such
Partner to complete such Partner's Federal income tax return. In addition, to
the extent required by Applicable Law, the General Partner shall provide or
cause to be provided monthly statements of account to the Limited Partners and
such financial and other information with respect to the Partnership as the CFTC
or NFA by regulation from time to time may require under the CEA to be given to
participants in commodity pools such as the Partnership. In addition, if any of
the following events occurs, notice of such event shall be mailed to each
Limited Partner within the time allotted by Law after the occurrence of the
event: (i) any change in the compensation payable to the General Partner; (ii)
any change in the Advisors; (iii) any change in commodity brokers; (iv) any
change in general partners; or (v) any change in the Partnership's fiscal year.

9.4 ACCOUNTANT. The determination of the independent certified public accountant
retained by the Partnership as of the time at which the annual statement for a
particular year is furnished to each Partner shall be binding.

                                    ARTICLE X

                                POWER OF ATTORNEY


Each Limited Partner, by becoming a Limited Partner, hereby constitutes and
appoints the General Partner as his true and lawful attorney-in-fact, in his
name, place and stead, to make, execute, sign, acknowledge, file and record for
and on behalf of the Partnership:

         (i) A Certificate of Limited Partnership and any restatement thereof or
         amendment or supplement thereto;

         (ii) All instruments that the General Partner deems appropriate to
         reflect any amendment, change or modification of this Agreement made in
         accordance with Subsection 11.5 below;

         (iii) All papers that may be deemed necessary or desirable by the
         General Partner to effect the dissolution and liquidation of the
         Partnership to the extent authorized by Article VIII; and

         (iv) All other instruments, documents and certificates that may, from
         time to time, be required by Law or Rules and Regulations.



                                      B-15
<PAGE>   16

The foregoing Power of Attorney is hereby declared to be irrevocable and a power
coupled with an interest, and it shall survive the death, incompetence, legal
incapacity or dissolution of such Limited Partner and extend to his Legal
Representative. Each Limited Partner hereby agrees to be bound by any
representation made by the General Partner acting in good faith pursuant to this
Power of Attorney, and each Limited Partner hereby waives any and all defenses
that may be available to contest, negate or disaffirm the action of the General
Partner taken in good faith under this Power of Attorney.

This power of attorney shall be exercisable by the General Partner for each
Limited Partner by a facsimile signature and/or by listing any or all the
Limited Partners executing any instrument with a single signature of the General
Partner.

                                   ARTICLE XI

                                  MISCELLANEOUS


11.1 NO WAIVER. The waiver by any party of a breach of any provision hereof
shall not operate or be construed to operate as a waiver by such party of any
subsequent breach by any other party of any provision hereof.

11.2 BINDING EFFECT. This Agreement shall be binding upon the Legal
Representatives of each Partner.

11.3 ENTIRE AGREEMENT. This Agreement contains the entire Agreement among the
Partners, and supersedes and replaces any and all prior agreements among the
Partners concerning the subject matter hereof.

11.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

11.5 AMENDMENT.

(a) This Agreement may not be amended except upon consent by the General Partner
and by Limited Partners owning more than 50% of the Units then-owned by Limited
Partners; provided, however, that without the consent of the Limited Partners,
the General Partner may amend this Agreement (i) to clarify any ambiguity or to
supplement or clarify any inconsistent provisions, (ii) to reflect changes
validly made in the membership of the Partnership or in contributions of the
Partners to the Partnership, (iii) to conform to changes in generally accepted
accounting principles applicable to the Partnership or to bring the Partnership
into compliance with applicable Laws or Rules and Regulations, including but not
limited to the Code, Federal and state securities laws and Rules and
Regulations, (iv) to amend Article V, (v) to amend Section 6.2 (a) as provided
in Section 6.2 (b), (vi) to amend provisions of Article VII regarding redemption
of Units if the General Partner, in its sole discretion, deems that such
amendment is necessary or advisable to prevent the Partnership from being
classified as a publicly-traded partnership pursuant to Section 7704(b) of the
Code, without reference to Section 7704(c) thereof, and/or (vii) to make any
other amendment not adverse to the interests of Limited Partners.

(b) Notwithstanding Subsection 11.5(a) above, without the vote of a
majority-in-interest of the Limited Partners, the General Partner may not amend
this Agreement if such amendment would, (i) directly or indirectly, affect or
jeopardize the then status of the Partnership as a partnership for Federal
income tax purposes or (ii) reduce the Capital Account of any Partner, or modify
the percentage of profits, losses, or distributions to which any Partner is
entitled.

(c) All amendments made in accordance with this Section 11.5 shall be evidenced
by a writing executed by the General Partner making such amendment in his
capacity as such and as attorney-in-fact for the Limited Partners and a copy of
such written amendments shall be kept at the office of the Partnership.



                                      B-16
<PAGE>   17

11.6 GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced under, the laws of the State of Connecticut.


11.7 NOTICE. Any notice or consent relating to this Agreement shall be in
writing and delivered in person or by certified or registered mail to the
address set forth on the books and records of the Partnership.


11.8 CONSENTS. Consent to any action or amendment provided for herein shall be
deemed granted by a Limited Partner if either (i) the Limited Partner
affirmatively grants such consent or (ii) the Limited Partner receives notice of
a contemplated action or amendment and fails to object to such action or
amendment within the time period specified therefor in the notice to the Limited
Partner.




            [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]



                                      B-17
<PAGE>   18




                     SIGNATURE PAGE OF PARTNERSHIP AGREEMENT


IN WITNESS WHEREOF, the General Partner and the undersigned Limited Partner have
executed the Partnership Agreement, dated October 16, 2000.



GENERAL PARTNER:

KENMAR ADVISORY CORP.



By: /s/ Esther Eckerling Goodman
    ----------------------------


LIMITED PARTNERS:

KENMAR ADVISORY CORP.,
As Attorney-in-Fact



By: /s/ Esther Eckerling Goodman
    ----------------------------


                                      B-18
<PAGE>   19



                             REQUEST FOR REDEMPTION
                      THE FULCRUM FUND LIMITED PARTNERSHIP

                                                                 Date: , ______
                                                             (Month/Day) (Year)

Mr. Thomas J. DiVuolo
Kenmar Advisory Corp., General Partner
The Fulcrum Fund Limited Partnership
Two American Lane, P.O. Box 5150
Greenwich, Connecticut  06831-8150

Dear Mr. DiVuolo:

I hereby request redemption of The Fulcrum Fund Limited Partnership in amount of
(fill in one blank): ____________ Units (number) or $___________ (dollars). My
Partner ID # is                                                 .

IF THIS IS A PARTIAL REDEMPTION OF UNITS, I REQUEST THAT THE UNITS ARE REDEEMED
FROM (PLEASE CHECK OR COMPLETE, IF APPLICABLE):

PRE-APRIL 1, 1997 SUBSCRIPTION:         POST-APRIL 1, 1997 SUBSCRIPTION:

I understand that Redemption shall be effective and valuation of the Units shall
occur as of the close of business as of the last business day of the month
provided that: (i) The General Partner receives, at least ten (10) business days
before the last business day of the month, this letter (Requests for Redemption
received by the General Partner thereafter will be effective as of the last
business day of the next month) and (ii) I am either redeeming all my Units or,
if I am redeeming less than all my Units, the Net Asset Value of my remaining
Units is at least $10,000.

Unless I specify differently, payment by the Partnership will be by check and
any additional costs associated with a request of payment in a different form
will be borne by me.

Remit Payment To:



My Telephone Number Is:
                         ------------------------

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED.

IF THE LIMITED PARTNER IS AN INDIVIDUAL OR JOINT TENANCY OR CO-TENANCY, COMPLETE
THE FOLLOWING:

X
--------------------------------------    X
Signature of Subscriber                   Signature of Joint Subscriber, if any


--------------------------------------
Print Name of Subscriber                  Print Name of Joint Subscriber, if any

IF LIMITED PARTNER IS A CORPORATION, PARTNERSHIP, TRUST (OTHER THAN REVOCABLE
GRANTOR TRUST) OR ESTATE, COMPLETE THE FOLLOWING:


X
--------------------------------------    X
Print Name of Entity                      Signature of authorized signatory


--------------------------------------
Print Name of authorized signatory        Print capacity of authorized signatory



                                      B-19