efc9-0430_ex42.htm


     

    Exhibit
4.2

     

    MAN-AHL
DIVERSIFIED I L.P.

     

    FIFTH
AMENDED LIMITED PARTNERSHIP AGREEMENT

     

    THIS
FIFTH AMENDED LIMITED PARTNERSHIP AGREEMENT (the ‘Agreement’), is made and
entered into effective as of the 2nd day of
January, 2009, between the undersigned parties hereto. 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, or on whose behalf this
Agreement is hereafter executed, whether in counterpart, by separate instrument,
pursuant to power of attorney or otherwise, 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
      

            


    

     

     

     

    
      
        
        

      

      
        LPA-1

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	
                 

              	
                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  

            	
              Power of
      Attorney.  Each Limited Partner, by the execution of this
      Agreement, whether in counterpart, by separate instrument, by
      attorney-in-fact or otherwise, does hereby irrevocably constitute and
      appoint the General Partner with full power of substitution, as its true
      and lawful attorney and agent, with full power and authority in its name,
      place and stead, 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 and each Limited
      Partner 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 may be required to be filed by the Partnership or any of
      the Partners 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. The
      Power of Attorney granted herein shall be irrevocable and shall be deemed
      to be a power coupled with an interest and shall survive the incapacity or
      death of any Limited Partner. 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 pursuant to such Power of Attorney,
      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 under such Power of
      Attorney. In the event of any conflict between this Agreement and any
      

            


    

     

     

     

     

    
      
        
        

      

      
        LPA-2

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
                

            	
               instrument
      filed by such attorney pursuant to the Power of Attorney granted in this
      Section 1.5, this Agreement shall
control.

            


       

    

    
      	
              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 

            


    

     

     

    
      
        
        

      

      
        LPA-3

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                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 therefore) 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, 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 on open
      futures positions shall be considered accrued in full (i.e., on a
      round-turn basis) as a liability. 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 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. 

            


    

     

     

     

    
      
        
        

      

      
        LPA-4

        
          

        

      

      
        
        

      

    

     

    
      	
                

            	
              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

            


    

     

     

     

    
      
        
        

      

      
        LPA-5

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                (b)  

              	
                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 transactions for the account of any
      other person or 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).

            


    

     

     

    
      
        
        

      

      
        LPA-6

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                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 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

            


    

     

    
       

      
        
          
          

        

        
          LPA-7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                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 

            


    

     

     

     

    
      
        
        

      

      
        LPA-8

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 

              	
                 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 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

            


    

     

     

    
      
        
        

      

      
        LPA-9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                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.

            


    

     

     

     

    
      
        
        

      

      
        LPA-10

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              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.

            


    

     

    
      	
              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

            


    

     

     

     

    
      
        
        

      

      
        LPA-11

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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:

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              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

            


    

     

    
      	
              (c)  

            	
              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

            


    

     

     

    
      
        
        

      

      
        LPA-12

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.

            


    

     

     

    
      
        
        

      

      
        LPA-13

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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

            


    

     

    
       

      
        
          
          

        

        
          LPA-14

          
            

          

        

        
          
          

        

      

       

       

      
        	
                  

              	
                 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.

            


    

     

    
      	
              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

            


    

     

    
       

      
        
          
          

        

        
          LPA-15

          
            

          

        

        
          
          

        

      

       

      
        	
                  

              	
                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

            


    

     

     

     

    
      
        
        

      

      
        LPA-16

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                 

              	
                General
      Partner, the Trading Advisor and their 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 10.11, 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.

            


    

     

     

    
      
        
        

      

      
        LPA-17

        
          

        

      

      
        
        

      

    

     

     

    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 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.

            


    

     

     

     

    
      
        
        

      

      
        LPA-18

        
          

        

      

      
        
        

      

    

     

     

    
      	
              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

            


    

     

     

     

    
      
        
        

      

      
        LPA-19

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	
                 

              	
                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.

              


      

       

    

    
      	
              (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.

            


    

     

     

     

    
      
        
        

      

      
        LPA-20

        
          

        

      

      
        
        

      

    

     

     

    
      	
              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)  

            	
              Each
      of the Partners covenants that neither it nor its heirs, executors,
      administrators, legal representatives, successors or assigns nor any
      person or persons claiming through or under it, will file a bill for a
      Partnership accounting or otherwise proceed adversely in any way
      whatsoever against the other Partners or the Partnership, except in an
      action for fraud.

            


    

     

    
      	
              (c)  

            	
              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.

            


    

     

     

     

    
      
        
        

      

      
        LPA-21

        
          

        

      

      
        
        

      

    

     

     

    
      	
              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 that the arbitrators shall not have the authority to
      award punitive damages; 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).

            


    

     

     

     

     

    
      
        
        

      

      
        LPA-22

        
          

        

      

      
        
        

      

    

     

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

     

    Man
Investments (USA) Corp.

     

    By: /s/
Uwe Eberle

    Uwe
Eberle, President

     

    The
undersigned General Partner hereby executes this Agreement on behalf of all
Limited Partners who are now or hereafter admitted to the Partnership as limited
partners pursuant to powers of attorney now or hereafter executed by such
Limited Partners in favor of the General Partner.

     

    Man
Investments (USA) Corp.

     

    General
Partner

     

    By: /s/
Uwe Eberle

    Uwe
Eberle, President

     

     

    LPA-23