ex4_2.htm


    
      
        

      

      EXHIBIT
4.2

      


      


      AMENDED
AND RESTATED

      LIMITED
PARTNERSHIP AGREEMENT

      OF

      ASPECT
GLOBAL DIVERSIFIED FUND LP

       

      Dated
as of February 18, 2009
  

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      TABLE
OF CONTENTS

       


      
      

      
        
          
            
              
                
                  	
                          Section

                        	 
      	
                          Page

                        
	 
      	 
      	 
      	 
      
	
                          Article
      I

                        	
                          DEFINITIONS

                        	
                          1

                        
	 
      	 
      	 
      	 
      
	
                          Article
      II

                        	
                          FORMATION
      AND PURPOSE

                        	
                          8

                        
	 
      	
                          2.1

                        	
                           Formation

                        	
                          8

                        
	 
      	
                          2.2

                        	
                           Name

                        	
                          8

                        
	 
      	
                          2.3

                        	
                           Purpose;
      Business

                        	
                          8

                        
	 
      	
                          2.4

                        	
                           Status
      and Duration

                        	
                          9

                        
	 
      	
                          2.5

                        	
                           Registered
      Office and Registered Agent; Principal Office.

                        	
                          9

                        
	 
      	
                          2.6

                        	
                           Partners
      Not Agents

                        	
                          9

                        
	 
      	 
      	 
      	 
      
	
                          Article
      III

                        	
                          MANAGEMENT
      AND TRADING POLICIES

                        	
                          9

                        
	 
      	
                          3.1

                        	
                           Management
      of the Partnership

                        	
                          9

                        
	 
      	
                          3.2

                        	
                           The
      General Partner.

                        	
                          9

                        
	 
      	
                          3.3

                        	
                           Trading
      Advisor.

                        	
                          11

                        
	 
      	
                          3.4

                        	
                           General
      Trading Policies.

                        	
                          11

                        
	 
      	
                          3.5

                        	
                           Tax
      Related Actions.

                        	
                          12

                        
	 
      	
                          3.6
      

                        	
                           Other
      Activities

                        	
                          12

                        
	 
      	
                          3.7

                        	
                           Admission
      of Additional General Partners.

                        	
                          12

                        
	 
      	
                          3.8

                        	
                           Authority

                        	
                          13

                        
	 
      	 
      	 
      	 
      
	
                          Article
      IV

                        	
                          NET
      WORTH OF GENERAL PARTNER

                        	
                          13

                        
	 
      	
                          4.1

                        	
                           Net
      Worth Generally

                        	
                          13

                        
	 
      	
                          4.2

                        	
                           Other
      Limited Partnerships

                        	
                          13

                        
	 
      	
                          4.3

                        	
                           NASAA
      Guidelines

                        	
                          13

                        
	 
      	 
      	 
      	 
      
	
                          Article
      V

                        	
                          CAPITAL
      CONTRIBUTIONS; OFFERING OF UNITS; PARTNERS

                        	
                          14

                        
	 
      	
                          5.1

                        	
                           General
      Partner Capital Contributions.

                        	
                          14

                        
	 
      	
                          5.2

                        	
                           Limited
      Partner Units; Limited Partners.

                        	
                          14

                        
	 
      	
                          5.3

                        	
                           Certain
      Rights of the Limited Partners.

                        	
                          15

                        
	 
      	 
      	 
      	 
      
	
                          Article
      VI

                        	
                          TRANSFERS
      OF LIMITED PARTNER INTERESTS

                        	
                          16

                        
	 
      	
                          6.1

                        	
                           Restrictions
      on Transfers of Limited Partner Interests.

                        	
                          16

                        
	 
      	
                          6.2

                        	
                           Obligations
      of Transferors of Limited Partner Interests.

                        	
                          17

                        
	 
      	
                          6.3

                        	
                           Obligations
      of Transferees of Unit.

                        	
                          17

                        
	 
      	
                          6.4

                        	
                           Effect
      of Non-Complying Transfers

                        	
                          17

                        
	 
      	 
      	 
      	 
      
	
                          Article
      VII

                        	
                          ALLOCATION
      OF PROFITS AND LOSSES; ACCOUNTING MATTERS

                        	
                          18

                        
	 
      	
                          7.1

                        	
                           Capital
      Accounts

                        	
                          18

                        
	 
      	
                          7.2

                        	
                           Monthly
      Allocations

                        	
                          18

                        
	 
      	
                          7.3

                        	
                           Allocation
      of Profit and Loss for Federal Income Tax Purposes

                        	
                          18

                        
	 
      	
                          7.4

                        	
                           Net
      Asset Value.

                        	
                          20

                        
	 
      	
                          7.5

                        	
                           Interest
      on Assets

                        	
                          20

                        
	 
      	 
      	 
      	 
      
	
                          Article
      VIII

                        	
                          REDEMPTIONS,
      DISTRIBUTIONS AND WITHDRAWALS

                        	
                          20

                        
	 
      	
                          8.1

                        	
                           Redemptions.

                        	
                          20

                        
	 
      	
                          8.2

                        	
                           Distributions

                        	
                          21

                        
	 
      	
                          8.3

                        	
                           Trading
      Suspension Redemption Right

                        	
                          21

                        
	 
      	
                          8.4

                        	
                           Voluntary
      Withdrawal of a General Partner

                        	
                          21

                        
	 
      	
                          8.5

                        	
                           Required
      Withdrawal of a General Partner

                        	
                          21

                        
	 
      	
                          8.6

                        	
                           Payment
      to Withdrawing General Partner

                        	
                          21

                        
	 
      	
                          8.7

                        	
                           Required
      Withdrawal of a Limited Partner.

                        	
                          22

                        


                

              

            

          

        

      

      

        
          
             


          

          
            i

            
              

            

          

          
             


          

        

      

      
      

      
        
          
            	
                    Article
      IX

                  	
                    BOOKS
      AND RECORDS

                  	
                    22

                  
	 
      	
                    9.1

                  	
                     Maintenance

                  	
                    22

                  
	 
      	
                    9.2

                  	
                     Inspection

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	
                    Article
      X

                  	
                    AUDITS;
      REPORTS TO LIMITED PARTNERS

                  	
                    22

                  
	 
      	
                    10.1

                  	
                     Audit

                  	
                    22

                  
	 
      	
                    10.2

                  	
                     Financial
      and Other Reports.

                  	
                    22

                  
	 
      	
                    10.3

                  	
                     Tax
      Return Information.

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XI

                  	
                    SPECIAL
      POWER OF ATTORNEY

                  	
                    23

                  
	 
      	
                    11.1

                  	
                     Appointment
      and Powers

                  	
                    23

                  
	 
      	
                    11.2

                  	
                     Irrevocable

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XII

                  	
                    EXCULPATION
      AND INDEMNIFICATION

                  	
                    24

                  
	 
      	
                    12.1

                  	
                     Exculpation.

                  	
                    24

                  
	 
      	
                    12.2

                  	
                     Indemnification.

                  	
                    25

                  
	 
      	
                    12.3

                  	
                     Notification
      of Claims

                  	
                    25

                  
	 
      	
                    12.4

                  	
                     Third
      Party Claims

                  	
                    25

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XIII

                  	
                    AMENDMENT;
      CONSENTS FOR OTHER PURPOSES

                  	
                    26

                  
	 
      	
                    13.1

                  	
                     Amendments
      Not Requiring Consent of Limited Partners

                  	
                    26

                  
	 
      	
                    13.2

                  	
                     Amendment
      Requiring Consent of the Partnership

                  	
                    27

                  
	 
      	
                    13.3

                  	
                     Waiver

                  	
                    27

                  
	 
      	
                    13.4

                  	
                     Certain
      Amendments Requiring Consent of Affected Limited Partners

                  	
                    27

                  
	 
      	
                    13.5

                  	
                     Amendments
      of Certificate.

                  	
                    27

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XIV

                  	
                    DISSOLUTION
      AND WINDING UP

                  	
                    28

                  
	 
      	
                    14.1

                  	
                     Events
      Causing Dissolution

                  	
                    28

                  
	 
      	
                    14.2

                  	
                     Winding
      Up

                  	
                    29

                  
	 
      	
                    14.3

                  	
                     Compensation
      of Liquidator

                  	
                    29

                  
	 
      	
                    14.4

                  	
                     Distribution
      of Property and Proceeds of Sale Thereof.

                  	
                    29

                  
	 
      	
                    14.5

                  	
                     Final
      Audit

                  	
                    30

                  
	 
      	
                    14.6

                  	
                     Deficit
      Capital Accounts

                  	
                    30

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XV

                  	
                    BENEFIT
      PLAN INVESTORS

                  	
                    30

                  
	 
      	
                    15.1

                  	
                     Investment
      in Accordance with Law

                  	
                    30

                  
	 
      	
                    15.2

                  	
                     Disclosures
      and Restrictions Regarding Benefit Plan Investors

                  	
                    31

                  
	 
      	 
      	 
      	 
      
	
                    Article
      XVI

                  	
                    MISCELLANEOUS

                  	
                    31

                  
	 
      	
                    16.1

                  	
                     Construction
      and Governing Law.

                  	
                    31

                  
	 
      	
                    16.2

                  	
                     Counterparts

                  	
                    33

                  
	 
      	
                    16.3

                  	
                     Binding
      Effect

                  	
                    33

                  
	 
      	
                    16.4

                  	
                     Offset

                  	
                    33

                  
	 
      	
                    16.5

                  	
                     Remedies
      for Breach; Effect of Waiver or Consent

                  	
                    33

                  
	 
      	
                    16.6

                  	
                     Further
      Assurances

                  	
                    33

                  


          

        

      

          

        
          
             


          

          
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      AMENDED
AND RESTATED

      LIMITED
PARTNERSHIP AGREEMENT

      OF

      ASPECT
GLOBAL DIVERSIFIED FUND LP

       

      This
Amended and Restated Limited Partnership Agreement of Aspect Global Diversified
Fund LP (“Agreement”) is entered into as of February 18, 2009 by and among
Steben & Company, Inc., a Maryland corporation (the “General Partner”), and
those Persons who may hereafter be admitted to the Partnership as Limited
Partners in accordance with the provisions hereof.

       

      PRELIMINARY
STATEMENT

       

      WHEREAS, Steben & Company,
Inc., in its capacity as the sole general partner of the Partnership has
executed and filed effective as of March 23, 2007 in the office of the Secretary
of State of Delaware a Certificate of Limited Partnership of the Partnership in
order to form the Partnership under the Delaware Act;

       

      WHEREAS, the General Partner
entered into a Limited Partnership Agreement as of March 23, 2007 (the “Existing
Partnership Agreement”);

       

      WHEREAS, the General Partner
wishes to amend and restate the Existing Partnership Agreement in its entirety
to amend the rights and obligations of the Partners on the terms set forth below
in accordance with Section 13.1 to delete all references to the Initial Limited
Partner in the Existing Partnership Agreement (as such term is defined in the
Existing Partnership Agreement) to reflect the resignation and withdrawal of the
Initial Limited Partner and to amend a provision in the Existing Partnership
Agreement; and

       

      WHEREAS, the parties desire to
enter into this Agreement to: (1) set forth their respective interests, rights,
powers, authority, duties, responsibilities, liabilities, and obligations in and
with respect to the Partnership, as well as the respective interests, rights,
powers, authority, duties, responsibilities, liabilities, and obligations of
Persons who may hereafter be admitted to the Partnership as Partners in
accordance with the provisions hereof; and (2) provide for the management and
conduct of the business and affairs of the Partnership.

       

      NOW, THEREFORE, in
consideration of the mutual promises and agreements made herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

       

      ARTICLE
I

      DEFINITIONS

       

      Certain
capitalized terms used in this Agreement have the meanings given them in this
Article I, unless otherwise expressly provided herein or as otherwise required
by the context.

       

      “Additional
General Partner” has the meaning given it in Section 3.7(a).

       

      “Administrative
Expenses” means the monthly administrative expenses to various third-party
service providers, as well as the General Partner, covering all actual legal,
accounting, clerical, postage, shipping and other back office expenses related
to the administration of the Partnership and all associated costs incurred by
the Partnership, payable by the Partnership with respect to each applicable
series of Units monthly in arrears.  Actual Administrative Expenses
may vary, however such expenses shall not exceed 0.95% of the Partnership’s Net
Asset Value per annum.

       

      “Affiliate”
of a specified Person, means any Person that directly, or indirectly through one
or more intermediaries, Controls, is controlled by, or is under common Control
with, such specified Person.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Agreement”
means this Amended And Restated Limited Partnership Agreement, as originally
executed and as subsequently amended and/or restated from time to time in
accordance with the provisions hereof and the Delaware Act.

       

      “Bankruptcy”
of a Person, means:  (a) such Person (i) makes an assignment for the
benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is
adjudged a bankrupt or insolvent, or has entered against it an order for relief,
in any bankruptcy or insolvency proceeding; (iv) files a petition or answer
seeking for itself any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or
regulation; (v) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against it in any
proceeding of such nature; or (vi) seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator of such Person or of all or
any substantial part of its properties; or (b) one hundred and twenty (120) days
after the commencement of any proceeding against such Person seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, the
proceeding has not been dismissed, or if within ninety (90) days after the
appointment without such Person’s consent or acquiescence of a trustee,
receiver, or liquidator of such Person or of all or any substantial part of its
properties, the appointment is not vacated or stayed, or within ninety (90) days
after the expiration of any such stay, the appointment is not vacated. Without
limiting the generality of the foregoing, if a Person is a partnership,
Bankruptcy of such Person shall also include the Bankruptcy of any general
partner of such Person.

       

      “Broker
Dealer Custodial Fee” means, with respect to certain of the Series B Units,
which are held by broker dealers who act as custodian for Series B Units for the
benefit of the Limited partners, a monthly Broker Dealer Custodial Fee in
arrears equal to 1/12th of 0.60% of the outstanding Series B Units’ Net Asset
Value (0.60% per annum).  In no event will a Limited Partner holding
Series B Units pay both a Broker Dealer Servicing Fee and a Broker Dealer
Custodial Fee.

       

      “Broker
Dealer Servicing Fee” means:  (i) with respect to Series A Units, the
broker dealer servicing fee payable by the Partnership with respect to Series A
Units to the selling agents monthly in arrears equal to 1/12th of
0.15% of the Series A Units’ Net Asset Value, (0.15% per annum), subject to the
Fee Limit; and (ii) with respect to certain Series B Units, which are not held
by broker dealers who act as custodian for the benefit of Limited Partners, the
broker dealer servicing fee payable by the Partnership with respect to such
Series B Units to selling agents who sell Series B Units monthly in arrears
equal to 1/12th of
0.60% of the such Series B Units’ Net Asset Value (0.60% per annum), subject to
the Fee Limit.  (The General Partner or its Affiliates may serve as a
selling agent).

       

      “Brokerage
Expenses” means, with respect to each applicable series of Units, such Units’
pro-rated share of the futures commission merchant’s actual monthly brokerage
expenses as well as over the counter foreign exchange counterparty fees, payable
by the Partnership with respect to each applicable series of Units in
arrears.  Brokerage Expenses will cover all actual brokerage and
trading costs of the Partnership.

       

      “Business
Day” means any day on which commercial banks settle payments and are open for
general business in New York City and/or such other day as the General Partner
may from time to time determine.

       

      “Capital
Account” has the meaning given it in Section 7.1.

       

      “Capital
Contribution” means a contribution of capital to the Partnership in the form of
cash or, if the General Partner determines in its discretion in any particular
case that a contribution of capital to the Partnership may be made in whole or
in part in the form of property other than cash, such other
property.

       

      “Certificate”
means the Certificate of Limited Partnership of the Partnership described in the
first paragraph of this Agreement under the heading “Preliminary Statement,” as
originally filed in the office of the Secretary of State of Delaware and as
subsequently amended and/or restated from time to time in accordance with the
provisions hereof and the Delaware Act.

       

      “CEAct”
means the Commodity Exchange Act, as amended.

       

      “CFTC”
means the Commodity Futures Trading Commission.
  

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Code”
means the Internal Revenue Code of 1986, as amended.

       

      “Commodities
Interests” has the meaning given it in Section 2.3.

       

      “Control”
whether such word is used as a noun or a verb or in adjectival form, has the
meaning given it in Rule 405 under the 1933 Act.

       

      “Delaware
Act” means the Delaware Revised Uniform Limited Partnership Act.

       

      “Determination
Date” has the meaning given it in Section 7.2.

       

      “Entity”
means any domestic or foreign corporation, partnership (whether general or
limited), joint venture, limited liability company, business trust or
association, trust, estate, unincorporated association or organization,
government (or political subdivision, department, or agency thereof),
cooperative, or other entity, whether acting in an individual or representative
capacity.

       

      “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

       

      “Extraordinary
Fees and Expenses” means fees and expenses which are non-recurring and unusual
in nature, including without limitation, legal claims and liabilities and
litigation costs or indemnification or other unanticipated expenses (which are
not Administrative Expenses, Brokerage Expenses, Commissions, General Partner
Fees, Offering Expenses, Organizational Expenses, Selling Agent Commissions,
Broker Dealer Servicing Fees, Broker Dealer Custodial Fees, Management Fees or
Incentive Fees).  All series of Units and General Partner Units shall
be subject to charges for Extraordinary Fees and Expenses.

       

      “Fee
Limit” means with respect to all of the Series A Units, Series B Units and/or
Series I Units held by a particular Limited Partner, when the cumulative amount
of the Selling Agent Commissions, Broker Dealer Servicing Fees paid to selling
agents, payments for wholesalers, payments for sales conferences, and other
Offering Expenses that are items of compensation to FINRA members (but excluding
among other items, the production and printing of prospectuses and associated
envelopes, folders and printed pieces provided with the prospectuses, as well as
various legal and regulatory fees) paid by particular Series A, B or I Units is
equal to 10.00% of the original purchase price paid by holders of those
particular Units pursuant to NASD Rule 2810.  Each Limited Partner who
owns Series A Units, Series B Units and Series I Units shall continue to pay the
Selling Agent Commissions, Broker Dealer Servicing Fees and Offering Expenses,
depending upon which expenses are applicable to the particular series of Units,
until the aggregate of such expenses reaches an amount equal to the Fee
Limit.

       

      “FINRA”
means the Financial Industry Regulatory Authority.

       

      “Fiscal
Year” means the fiscal year of the Partnership which shall begin on January 1
and end on December 31 of each calendar year, provided that the initial fiscal year
of the Partnership shall begin as of the date of filing the
Certificate.

       

      “General
Partner” means Steben & Company, Inc. or, subject to the provisions of this
Agreement, any one or more Additional General Partners, to the extent that
Steben & Company, Inc., pursuant to the provisions of Section 3.7(a) of this
Agreement, provides that any one or more of such Additional General Partners may
possess and exercise any one or more of the rights, powers, and authority of a
general partner hereunder.

       

      “General
Partner Fee” means the fees payable to the General Partner monthly in arrears
equal to 1/12th of
1.10% of the Partnership’s Net Assets (1.10% per annum).

       

      “General
Partner Interest” means an interest in the Partnership held by a Person in its
capacity as a General Partner.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       


      “General
Partner Party” means any of the General Partner, any Affiliate of the General
Partner, and any member, partner, shareholder, manager, director, officer,
employee, or agent of the General Partner or any such Affiliate, and any owner
of direct or indirect equity interests in any such Persons.

       

      “General
Partner Units” means units of General Partner Interest.  The General
Partner Units are subject to the following fees, expenses and
charges:  Management Fee, Incentive Fee, Brokerage Expenses and
Administrative Expenses.  (General Partner Units are not subject to a
Broker Dealer Servicing Fee, Broker Dealer Custodial Fee, General Partner Fee,
Offering Expenses, Organizational Expenses, Selling Agent Commissions or
Redemption Fee.)  The applicable fee and expense rates and any
applicable fee limits for the General Partner Units shall be set forth in the
Prospectus.  The General Partner from time to time may determine (and
adjust) the number of General Partner Units which represent the General
Partner’s interest in the Partnership, and in the absence of a specific
determination the General Partner Interest shall be initially represented by ten
(10) General Partner Units.  The Partnership may issue fractional
General Partner Units.  The General Partner Units shall be
uncertificated.

       

      “GP
Disabling Event” has the meaning given it in Section 14.1.

       

      “GP
Withdrawal Date” has the meaning given it in Section 8.6.

       

      “Incentive
Fee” means an incentive fee payable by the Partnership with respect to each
applicable series of Units to the Trading Advisor based on trading profits,
pursuant to terms entered into between the Trading Advisor and the General
Partner on behalf of the Partnership, as more specifically described in the
Prospectus.

       

      “Indemnification
Obligation” means an obligation of the Partnership to indemnify a General
Partner Party pursuant to the provisions of Article XII.

       

      “Indemnitee”
has the meaning given it in Section 12.2(a), and includes the
Liquidator.

       

      “Interest”
means the General Partner Interest or Limited Partner Interest as applicable
according to the context.

       

      “Limited
Partner” as of a particular time, means a Person who has been admitted to the
Partnership as a limited partner in accordance with the provisions of this
Agreement and who has not resigned or withdrawn from the Partnership as a
limited partner.

       

      “Limited
Partner Interest” means an interest in the Partnership, regardless of designated
series of Unit, held by a Person in its capacity as a Limited
Partner.

       

      “Limited
Partner Percentage” means with respect to a Limited Partner as of the applicable
time of determination, the ratio (expressed as a percentage) that such Limited
Partner’s Capital Account balances (with respect to all Units held by such
Limited Partner) bears to the aggregate Capital Account balances of all Limited
Partners (with respect to all Units held by Limited Partners).  For
purposes of the Limited Partner Percentage calculation, there shall be excluded
any Limited Partner Capital Account balances held by the General Partner or its
Affiliates.

       

      “Liquidation
Reserves” has the meaning given it in Section 14.2(b)(vii).

       

      “Liquidator”
has the meaning given it in Section 14.2(a).

       

      “Losses”
of a General Partner Party, means any and all losses, claims, damages,
liabilities, expenses (including reasonable legal fees and expenses), judgments,
fines, amounts paid in settlement, and other amounts actually and reasonably
paid or incurred by such General Partner Party in connection with any and all
claims, demands, actions, suits, or proceedings (including arbitration and
mediation proceedings and actions by or in the right of the Partnership), civil,
criminal, administrative, or investigative, that relate, directly or indirectly,
to acts or omissions (or alleged acts or omissions) of such General Partner
Party in connection with the formation, business or operations of the
Partnership or the offering of Units and in which such General Partner Party may
be involved, or is threatened to be involved, as a party, witness, or otherwise,
whether or not the same shall proceed to judgment or be settled or otherwise be
brought to a conclusion.
  

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “LP
Withdrawal Date” has the meaning given it in Section 8.7(b).

       

      “Majority
of Disinterested Limited Partners” means, at the applicable time of
determination, Limited Partners holding more than 50% of the Limited Partner
Percentages (excluding for purposes of such calculation any Limited Partner
Interests held by the General Partner or its Affiliates).

       

      “Management
Fee” means a fixed rate management fee payable by the Partnership with respect
to each applicable series of Units to the Trading Advisor based on the trading
level of the Fund, pursuant to terms entered into between the Trading Advisor
and the General Partner on behalf of the Partnership, as more specifically
described in the Prospectus.

       

      “NASAA
Guidelines” means the Guidelines for Registration of Commodity Pool Programs, as
adopted in revised form by the North American Securities Administrators
Association, Inc. in September 1993 and amended in May 2007.

       

      “Net
Assets” has the meaning given it in Section 7.4(a).

       

      “Net
Asset Value” has the meaning given it in Section 7.4(b).

       

      “NFA”
means the National Futures Association.

       

      “1940
Act” means the Investment Company Act of 1940, as amended.

       

      “1934
Act” means the Securities Exchange Act of 1934, as amended.

       

      “1933
Act” means the Securities Act of 1933, as amended.

       

      “Notification”
to a Person, shall mean a written notice that (i) if delivered in person or by
courier is deemed given to such Person on the date of delivery, (ii) if sent by
facsimile or by email (if such Person agrees to email communication by
furnishing its email address) is deemed given to such Person on the date that
the transmission is received, or (iii) if sent by mail is deemed given to such
Person on the earlier of actual receipt or three (3) Business Days after the
date of mailing by registered or certified mail (first class postage prepaid,
return receipt requested); provided, however, that a
Notification to the Partnership shall be deemed given to the Partnership only
upon its actual receipt by the Partnership.  Any Notification required
or permitted to be given to the Partnership shall be sent to the principal
office of the Partnership, or to such other address or facsimile number as the
General Partner may specify in a Notification given to all other
Partners.  Any Notification required or permitted to be given to a
Partner shall be sent to such Partner at such address or to such facsimile
number or email as such Partner may notify the Partnership by way of a
Notification (it being understood and agreed that a Subscription Agreement, duly
executed by a Person who subscribes for a Limited Partnership Interest pursuant
thereto, shall constitute a Notification by such Person of its address and
facsimile number).

       

      “Offering
Expenses” means all actual ongoing offering costs regarding the Units which are
incurred by the General Partner on behalf of the Partnership, including
regulatory fees, legal costs relating to the offering, all sales costs, travel,
printed material, postage and freight, sales conference fees and compensation to
sales personnel of the General Partner for wholesaling the
Partnership.  The Partnership shall reimburse the General Partner for
such actual ongoing offering costs, up to 1/12th of
0.75% of the Partnership’s Net Asset Value (0.75% per annum) pro-rata for Series
A, B and I Units payable monthly in arrears.  Actual ongoing offering
costs in excess of this limitation shall be fully absorbed by the General
Partner.  The Partnership is only liable for payment of Offering
Expenses on a monthly basis.  If the Partnership terminates prior to
completion of payment to the General Partner for the unreimbursed Offering
Expenses incurred through the date of such termination, the General Partner will
not be entitled to any additional payments, and the Partnership will have no
further obligation to the General Partner.
  

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Organizational
Expenses” means, all Organizational Expenses Items and  initial
offering expenses of the Partnership that will be borne by the General Partner
on behalf of the Partnership without reimbursement.

       

      “Organizational
Expenses Items” means expenses relating to the Partnership incurred in
connection with the formation, qualification and registration of the Units and
in offering, distributing and processing the Units under applicable federal law
and state securities or blue sky laws, and any other expenses actually incurred
and, directly or indirectly, relating to the organization of the Partnership or
the offering of the Units, including without limitation (i) initial registration
fees, filing fees and taxes; (ii) costs of preparing, printing (including
typesetting), amending, supplementing, mailing and distributing the initial
Prospectus and exhibits thereto; (iii) costs of qualifying, printing (including
typesetting), amending, supplementing, mailing and distributing initial sales
materials used in connection with the initial offering and issuance of the
Units; (iv) travel, telegraph, telephone and other expenses in connection with
the initial offering and issuance of the Units; and (v) accounting, auditing and
legal fees (including disbursements relating thereto) in connection with the
foregoing. For the avoidance of doubt:  (x) Organizational Expenses
Items will not include Extraordinary Fees and Expenses (which Extraordinary Fees
and Expenses will be borne by the Partnership); and (y) the General Partner will
not allocate to the Partnership the indirect expenses of the General Partner as
part of the Organizational Expenses.

       

      “Partners”
means the Limited Partners and the General Partner.

       

      “Partnership”
means Aspect Global Diversified Fund LP, the Delaware limited partnership formed
by the filing of the Certificate.

       

      “Partnership
Interest” of a Partner at any particular time, means such Partner’s interest,
rights, powers, and authority in and with respect to the Partnership at such
time as determined in accordance with the provisions of this
Agreement.  Such rights include (1) such Partner’s share of the
profits and losses of the Partnership, and such Partner’s right to receive
distributions and to withdraw assets from the Partnership, pursuant to the
provisions of this Agreement and (2) such Partner’s other rights, powers, and
authority in respect of the Partnership under this Agreement.

       

      “Partnership
Property” at any particular time, means all interests, properties (whether
tangible or intangible, and whether real, personal, or mixed), and rights of any
type contributed to or acquired by the Partnership and owned or held by or for
the account of the Partnership, whether owned or held by or for the account of
the Partnership as of the date of the formation thereof or thereafter
contributed to or acquired by the Partnership.

       

      “Person”
means any natural person, whether acting in an individual or representative
capacity, or any Entity.

       

      “Plan”
has the meaning given it in Section 15.1.

       

      “Plan
Fiduciary” has the meaning given it in Section 15.1.

       

      “Prospectus”
means a prospectus or similar document, including any amendment or supplement
thereto, prepared by or under the direction of the General Partner relating to
the Partnership and the offer and sale of Units.

       

      “Redemption
Date” has the meaning given it in Section 8.1(a).

       

      “Redemption
Fee” means the fee payable to the General Partner by a Limited Partner whose
Series A Unit is redeemed at any time prior to the one (1) year anniversary of
the subscription date of such Series A Unit, which fee will equal the product of
(i) 2.00% of the subscription price for such Series A Unit, divided by twelve
(12), and multiplied by (ii) the number of months remaining before the one (1)
year anniversary of the subscription date regarding the subject Series A
Unit.  For the avoidance of doubt:  (x) if a Limited Partner
subscribes for multiple Series A Units on different subscription dates, each
Series A Unit will be subject to the Redemption Fee (as applicable) based on its
particular subscription date; and (y) the redemption of Series A Units from a
Limited Partner holding Series A Units which have been issued on different
subscription dates will be deemed to be redeemed in time sequence based on the
Series A Unit outstanding for the longest period of time.  A
Redemption Fee will not be assessed to any Limited Partner who purchases Series
A Units and is required to mandatorily redeem their Series A Units by the
General Partner within the first year of purchase.
  

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “SEC”
means the Securities and Exchange Commission.

       

      “Securities
Laws” means any one or more of the 1933 Act, 1934 Act and the 1940 Act, as
applicable.

       

      “Selling
Agent Commissions” means selling agent commissions, payable with respect to
Series A Units to the General Partner monthly in arrears equal to 1/12th of
2.00% of the outstanding Series A Units’ Net Asset Value (2.00% per annum),
subject to the Fee Limit.  The General Partner shall pay the selling
agents an upfront commission of 2.00% of the aggregate subscription amount for
the sale of Series A Units.  Beginning the 13th month,
the General Partner shall pay the selling agents a monthly Selling Agent
Commission in arrears equal to 1/12th of
2.00% of the outstanding Series A Units’ Net Asset Value, subject to the Fee
Limit.  The Net Asset Value of Series A Units refers to the
Partnership’s Net Assets allocated to the capital accounts of Series A Unit
holders (the aggregate Capital Account balances with respect to the Series A
Units) divided by the number of outstanding Units of such Series A
Units.  (The General Partner or its Affiliates may serve as a selling
agent and may receive the selling agent commissions from the Partnership and may
in turn pay the selling agents’ commissions to the selling agents).

       

      “Series A
Units” means units of Limited Partner Interest subject to the following fees,
expenses and charges:  Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses, Offering Expenses,
Selling Agent Commissions, Broker Dealer Servicing Fee and Redemption
Fee.

       

      “Series A
Units Re-Designation Event” means with respect to a particular Series A Unit,
when such Series A Unit reaches the Fee Limit.

       

      “Series B
Units” means units of Limited Partner Interest subject to the following fees,
expenses and charges:  Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses, Offering Expenses, and
Broker Dealer Servicing Fee or Broker Dealer Custodial Fees.  In no
event will a Limited Partner holding Series B Units pay both a Broker Dealer
Servicing Fee and a Broker Dealer Custodial Fee.

       

      “Series B
Units Re-Designation Event” means with respect to a particular Series B Unit,
when such Series B Unit reaches the Fee Limit.

       

      “Series C
Units” means units of Limited Partner Interest which have been re-designated as
Series C Units at month end when the General Partner determines that the Fee
Limit has been reached as of the end of any month, or it anticipates that the
Fee Limit will be reached during the following month, on the Series A, B, and I
Units pursuant to NASD Rule 2810 in connection with a Series A Units
Re-Designated Event, Series B Units Re-Designation Event or Series I Units
Re-Designation Event (as applicable).  Series C Units shall be
identical to other series of Units except that Series C Units shall be subject
to the following fees, expenses and charges:  Management Fees,
Incentive Fees, Brokerage Expenses, General Partner Fee and Administrative
Expenses.  Upon a Series A Units Re-Designation Event the subject
Series A Units shall at month end be re-designated as Series C Units based on an
exchange of Units calculated upon the month end Net Asset Value of Series A
Units and the month end Net Asset Value of Series C
Units   (including fractional units as applicable) without any
further action by the holder.  Upon a Series B Units Re-Designation
Event the subject Series B Units shall at month end be re-designated as Series C
Units based on an exchange of Units calculated upon the month end Net Asset
Value of Series B Units and the month end Net Asset Value of Series C (including
fractional units as applicable) without any further action by the
holder.  Upon a Series I Units Re-Designation Event the subject Series
I Units shall at month end be re-designated as Series C Units based on an
exchange of Units calculated upon the month end Net Asset Value of Series I
Units and the month end Net Asset Value of Series C Units (including fractional
units as applicable) without any further action by the holder.

       

      “Series I
Units” means units of Limited Partner Interest subject to the following fees,
expenses and charges:  Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses and Offering
Expenses.
  

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      “Series I
Units Re-Designation Event” means with respect to a particular Series I Unit,
when such Series I Unit reaches the Fee Limit.

       

      “Special
Redemption Notice” has the meaning given it in Section 8.3.

       

      “Subject
Series Capital Accounts” has the meaning given it in Section
7.2(d).

       

      “Subscription
Agreement” means, with respect to a Person, the subscription agreement and power
of attorney (and related documents) in such form as the General Partner may from
time to time determine, as completed and executed by such Person and delivered
by such Person to the General Partner, pursuant to which such Person subscribes
for a Unit by agreeing to contribute capital to the Partnership as may be set
forth therein.

       

      “Trading
Advisor” means a trading advisor of the Partnership.

       

      “Trading
Advisory Agreement” means an agreement between the Partnership and a Trading
Advisor.

       

      “Transfer”
means any transaction in which a Person assigns or purports to assign a Unit, or
an interest therein, to another Person, and includes any transfer, sale,
assignment, gift, exchange, pledge, mortgage, or hypothecation, or any other
conveyance, disposition, or encumbrance, whether voluntary, involuntary, or by
operation of law, of such Unit or interest therein.

       

      “Treasury
Regulations” means the income tax regulations promulgated under the
Code.

       

      “Units”
mean units of Limited Partner Interests.  The Units may comprise
Series A Units, Series B Units, Series C Units, Series I Units, or other series
of Units of Limited Partner Interests as the General Partner may from time to
time authorize.  Each Unit of a particular series represents units of
fractional undivided beneficial interest in the ownership of such
series.  The Partnership may issue fractional Units.  The
Units shall be uncertificated.  The applicable fee and expense rates
and any applicable fee limits for each series of Units shall be set forth in the
applicable Prospectus.

       

      “Withdrawing
General Partner” has the meaning given it in Section 8.6.

       

      “Withdrawing
Limited Partner” has the meaning given it in Section 8.7(b).

       

      ARTICLE
II

      FORMATION
AND PURPOSE

       

      2.1           Formation.  The Partnership
was formed as a limited partnership under the Delaware Act pursuant to the
filing of the Certificate in the office of the Secretary of State of the State
of Delaware.

       

      2.2           Name.  The name of the
Partnership shall be “Aspect Global Diversified Fund LP”. The General Partner
shall manage and conduct the business and affairs of the Partnership under that
name or, to the extent permitted by applicable law, under such other names as
the General Partner may determine from time to time; provided, however, that the General
Partner may not manage or conduct the business or affairs of the Partnership
under the name (or any derivative thereof) of any Limited Partner without the
prior consent of such Limited Partner.

       

      2.3           Purpose;
Business.  The purposes and
businesses of the Partnership are to buy, hold and sell investments, domestic or
foreign, in any assets, properties, commodities, instruments or financial
products selected by the General Partner (or its designee or the Trading Advisor
as applicable) consistent with the description of the Partnership’s business and
trading activity in the Prospectus, including without limitation buying, holding
and selling commodities, futures contracts, forward contracts, swaps, options on
futures contracts and physical commodities, spot (cash) commodities, currencies,
financial instruments (including certificates of deposit, Treasuries and United
States Agency securities, commercial paper and any other securities approved by
the CFTC for investment of customer funds), commodity pools and any rights and
interests pertaining hereto or any other securities or items which are now, or
may hereafter be, the subject of futures contract trading (individually and
collectively “Commodities Interests”), provided, however, that the
Partnership may not carry on any business, investment, purpose or activity that
may not lawfully be carried on by a limited partnership formed under the
Delaware Act. The Partnership shall possess and may exercise all the powers and
privileges granted by the Delaware Act or by any other law or by this Agreement,
together with any powers incidental thereto, so far as such powers or privileges
are necessary, appropriate, advisable, or convenient to the conduct, promotion
or attainment of any business, purpose or activity of the
Partnership.
  

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      2.4           Status
and Duration.  The Partnership
shall be a separate legal entity whose existence commenced upon the filing of
the Certificate and whose existence shall continue until the Certificate is
canceled.  The Certificate shall be canceled at the time and in the
manner prescribed by Section 17-203 of the Delaware Act.  The
Partnership shall be dissolved and wound up in accordance with the provisions of
Article XIV.

       

      2.5           Registered Office and
Registered Agent; Principal Office.

       

      (a)          Subject
to the provisions of Section 17-104(b) of the Delaware Act, the registered
office of the Partnership required by the Delaware Act to be maintained in the
State of Delaware shall be the registered office named in the Certificate or
such other office (which may but need not be a place of business of the
Partnership) as the General Partner may designate from time to time in
accordance with the provisions of the Delaware Act.

       

      (b)          Subject
to the provisions of Section 17-104(b) of the Delaware Act, the registered agent
for service of process on the Partnership required by the Delaware Act to be
maintained in the State of Delaware shall be the registered agent initially
named in the Certificate or such other Person as the General Partner may
designate from time to time in accordance with the provisions of the Delaware
Act.

       

      (c)          The
principal office of the Partnership shall be c/o Steben & Company, Inc.,
2099 Gaither Road, Suite 200, Rockville, Maryland  20850 or at such
other place as the General Partner may designate from time to time (which other
place may but need not be in the State of Delaware); provided, however, that the
General Partner shall give Notification to the Limited Partners of any change in
the location of the principal office of the Partnership within thirty (30) days
after the date of such change.  The Partnership may have such other
offices as the General Partner may designate from time to time.

       

      2.6           Partners
Not Agents.  Except as
specifically provided herein, nothing contained herein shall be construed to
constitute any Partner the agent of any Partner, other than the General Partner
as the agent of the Partnership.

       

      ARTICLE
III

      MANAGEMENT
AND TRADING POLICIES

       

      3.1           Management
of the Partnership.  Except as may be
otherwise specifically provided herein, the General Partner, to the exclusion of
all Limited Partners, shall conduct and manage the business of the Partnership,
including without limitation the investment of the funds of the Partnership. No
Limited Partner shall have the power to represent, act for, sign for, or bind
the General Partner or the Partnership.  Except as provided herein, no
Partner shall be entitled to any salary, draw, or other compensation from the
Partnership.

       

      
        	
                 
      

              	
                3.2

              	
                The
      General Partner.

              


      

       

      (a)          The
General Partner shall be under a fiduciary duty to conduct the affairs of the
Partnership in the best interests of the Partnership. The Limited Partners will
under no circumstances be permitted to contract away, or be deemed to have
contracted away, the fiduciary obligations owed them by the General Partner
under statutory or common law. The General Partner shall have fiduciary
responsibility for the safekeeping of all of the funds and assets of the
Partnership, whether or not in its immediate possession or control, and the
General Partner shall not employ, or permit another to employ, such funds or
assets in any manner except for the benefit of the
Partnership.
  

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (b)          Without
limiting the generality of the foregoing, but subject in each case to the
provisions of this Agreement and the requirements of applicable law, the General
Partner shall possess and may exercise the right, power, and
authority:

       

      (i)            to
take such action for and on behalf of the Partnership and in the name of the
Partnership as the General Partner reasonably determines to be necessary,
appropriate, advisable, or convenient to effect the continuation of the
Partnership and to carry on the businesses, purposes, and activities for which
the Partnership was formed, including without limitation buying, holding and
selling Commodities Interests as selected by the General Partner (or its
designees or Trading Advisor),  and further including the execution,
swearing to, acknowledgement, delivery, publication, and filing and recording in
the appropriate public offices of:

       

      
        	
                 
      

              	
                (A)

              	
                all
      certificates, instruments, and other documents (including this Agreement
      and the Certificate and all amendments and/or restatements thereof) that
      the General Partner reasonably determines to be necessary, appropriate,
      advisable, or convenient to effect such formation and to carry on such
      businesses, purposes, and activities (including such certificates,
      instruments, or other documents, and such amendments thereto, as the
      General Partner reasonably determines to be necessary, appropriate,
      advisable, or convenient to comply with the requirements for the operation
      of the Partnership as a limited partnership under the Delaware Act and the
      qualification of the Partnership to do business in any jurisdiction in
      which the Partnership owns property or conducts
  business);

              


      

       

      
        	
                 
      

              	
                (B)

              	
                all
      certificates, instruments, or other documents that the General Partner
      reasonably determines to be necessary, appropriate, advisable, or
      convenient to reflect any amendment of this Agreement, or the Certificate
      effected in accordance with the provisions
  hereof;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                all
      conveyances and other certificates, instruments, and other documents that
      the General Partner reasonably determines to be necessary, appropriate,
      advisable, or convenient to reflect the dissolution and winding up of the
      Partnership pursuant to the provisions of this Agreement and the Delaware
      Act, including a certificate of cancellation of the Certificate;
      and

              


      

       

      
        	
                 
      

              	
                (D)

              	
                all
      certificates, instruments, and other documents relating to the admission,
      withdrawal, removal, or substitution of any Partner pursuant to the
      provisions of this Agreement or the Capital Contribution by any
      Partner;

              


      

       

      (ii)            to
cause the Partnership to enter into agreements with Trading Advisors, selling
agents, broker dealers, administrators, banks, futures commission merchants,
cash management brokers, securities brokers, counterparties, custodians, legal
counsel, accountants, auditors, appraisers, investment bankers, consultants and
other service providers selected by the General Partner, subject to such terms
and conditions as the General Partner may determine, and provided that the General
Partner shall not receive any rebates or give ups from such parties and that the
General Partner shall not participate in any reciprocal business arrangements
(it being understood and agreed that nothing herein shall require the General
Partner to employ or continue to employ the services of any Person, or be
construed to limit in any way the rights, powers, and authority of the General
Partner hereunder) and provided that the General Partner shall seek what it in
good faith believes to be the best price and services available for all of the
Partnership’s transactions in Commodity Interests;

       

      (iii)           to
cause the Partnership (by action of the General Partner or its designees or
Trading Advisor) to buy Commodities Interests on margin and utilizing
leverage;

       

      (iv)           to
cause the Partnership to borrow monies from time to time (and to pledge,
mortgage, hypothecate or encumber its assets, and issue notes or other evidences
of indebtedness, in connection therewith), on such terms and subject to such
conditions as the General Partner may determine, provided that on loans from
the General Partner to the Partnership, the General Partner shall not receive
interest in excess of the amounts that would be charged to the Partnership by
unrelated banks on comparable loans;

      
      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
      

      (v)            to
act, in respect of any of its rights, powers, authority, duties,
responsibilities, or obligations hereunder, directly or by or through any duly
authorized officer, employee, or agent of the General Partner or the Partnership
or any duly appointed attorney in fact of either (it being understood and agreed
that each such officer, employee, agent, or attorney-in-fact shall, to the
extent provided by the General Partner, possess full and complete right, power,
and authority to do and perform each and every act which is permitted or
required to be performed by the General Partner hereunder, without thereby
causing the General Partner to cease to be a general partner of the
Partnership);

       

      (vi)           to
cause the Partnership to pay expenses, including without limitation fees,
commissions, costs, ordinary expenses, and Extraordinary Fees and Expenses;
and

       

      (vii)          to
take such other actions as the General Partner considers necessary or desirable
to manage the business of the Partnership, including without limitation opening
bank accounts and paying or authorizing the payment of distributions to
Partners.

       

      (c)            No
agreement between the Partnership and the Trading Advisor or the General
Partner, shall exceed one year. Agreements between the Partnership and the
Trading Advisor or the General Partner or its Affiliate shall be terminable by
the Partnership without penalty on sixty (60) days’ written notice.

       

      
        	
                 
      

              	
                3.3

              	
                Trading
      Advisor.

              


      

       

      (a)          The
General Partner, on behalf of the Partnership, may retain one or more Trading
Advisors to make trading decisions for the Partnership, and may delegate trading
discretion to the Trading Advisors; provided, however, that the
General Partner may override any trading instructions: (i) that the General
Partner, in its sole discretion, determines to be in violation of any trading
policy of the Partnership (as set forth in Section 3.4); (ii) to the extent that
the General Partner’s overriding is necessary for the protection of the
Partnership; (iii) to terminate the Commodities Interests trading of the
Partnership; (iv) to comply with applicable laws or regulations; or (v) as and
to the extent necessary, upon the failure of a Trading Advisor to comply with a
request to make the necessary amount of funds available to the Partnership
within five (5) days of such request, to fund distributions or redemptions or to
pay the expenses of the Partnership; and provided, further, that the
General Partner may make trading decisions at any time during which a Trading
Advisor may be incapacitated or an emergency may arise as a result of which the
Trading Advisor is unable or unwilling to act and a successor Trading Advisor
has not yet been retained.

       

      (b)          The
General Partner is authorized, on behalf of the Partnership, to enter into the
form of Trading Advisory Agreement described in the Prospectus with each Trading
Advisor described in the Prospectus, and to cause the Partnership to pay to the
Trading Advisor the management fee and incentive fee provided for in the
applicable Trading Advisory Agreement, as described in the
Prospectus.  The General Partner is further authorized to modify
(including changing the form and amount of compensation and other arrangements
and terms) or terminate the Trading Advisory Agreement in the General Partner’s
sole discretion (in accordance with the terms of such Trading Advisory) and to
cause the Partnership to engage from time to time other Trading Advisors
pursuant to Trading Advisory Agreements having such terms and conditions and
providing for such form and amount of compensation as the General Partner in its
sole discretion considers to be in the best interests of the
Partnership.

       

      
        	
                 
      

              	
                3.4

              	
                General Trading
      Policies.

              


      

       

      (a)          The
General Partner shall require any Trading Advisor retained by the Partnership to
agree to follow the trading policies set forth below with respect to the
Partnership.

       

      1.          
The Partnership will not employ the trading technique commonly known as
“pyramiding,” in which the speculator uses unrealized profits on existing
positions in a given Commodities Interest due to favorable price movement as
margin specifically to buy or sell additional positions in the same or a related
Commodities Interest. Taking into account the Partnership’s open trade equity on
existing positions in determining generally whether to acquire additional
Commodities Interest positions on behalf of the Partnership will not be
considered to constitute “pyramiding.”
  

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      2.        
  The Partnership will not permit “churning” of the Partnership’s
assets.

       

      3.        
  The Partnership will not commingle its assets with the assets of any
other Person, except as permitted by law.

       

      4.           
The Partnership will not make loans to the General Partner or any Affiliate
thereof or to any Person.

       

      5.       
   The Partnership will not purchase, sell or trade securities
(except securities permitted by the CFTC, now and in the future, for investment
of customer funds). The Partnership may, however, trade in domestic and foreign
swaps and futures contracts on securities and securities indexes, options on
such futures contracts, and other commodity options and may invest in other
commodity pools.

       

      (b)          The
General Partner shall not make any material change in the trading policies in
Section 3.4(a) without obtaining prior written approval of a Majority of
Disinterested Limited Partners.

       

      
        	
                 
      

              	
                3.5

              	
                Tax Related
      Actions.

              


      

       

      (a)          The
General Partner shall prepare or cause to be prepared and shall file on or
before the due date (or any extension thereof) any federal, state, or local tax
returns which shall be required to be filed by the Partnership. The General
Partner shall cause the Partnership to pay any taxes payable by the Partnership;
provided, however, that
the General Partner shall not be required to cause the Partnership to pay any
tax regarding which the General Partner or the Partnership shall in good faith
and by appropriate legal proceedings contest the validity, applicability, or
amount thereof and such contest shall not materially endanger any right or
interest of the Partnership.

       

      (b)          The
General Partner shall be authorized to perform all duties imposed by Sections
6221 through 6233 of the Code on the General Partner as “tax matters partner” of
the Partnership, including, but not limited to, the following:  (i)
the power to conduct all audits and other administrative proceedings with
respect to Partnership tax items; (ii) the power to extend the statute of
limitations for all Limited Partners with respect to Partnership tax items;
(iii) the power to file a petition with an appropriate federal court for review
of a final Partnership administrative adjustment; and (iv) in certain
circumstances, the power to enter into a settlement with the Internal Revenue
Service on behalf of, and binding upon, those Limited Partners having less than
a 1% interest in the profits of the Partnership, unless a Limited Partner shall
have notified the Internal Revenue Service and the General Partner that the
General Partner may not act on such Limited Partner’s behalf.

       

      (c)          If
the Partnership is required to withhold United States taxes on income with
respect to Units held by Limited Partners who are nonresident alien individuals,
foreign corporations, foreign partnerships, foreign trusts, or foreign estates,
the General Partner may, but is not required to, pay such tax out of its own
funds and then be reimbursed out of the proceeds of any distribution or
redemption with respect to such Units.

       

      3.6           Other
Activities.  The General
Partner and any of its Affiliates or Persons connected with the General Partner
or its Affiliates may invest in, directly or indirectly, or manage or advise
other investment funds or accounts which invest in assets which also may be
purchased by the Partnership.  Neither the General Partner or any of
its Affiliates or any Person connected with the General Partner or its
Affiliates will be under any obligation to offer investment opportunities of
which any of them becomes aware to the Partnership or to account to the
Partnership in respect of (or share with the Partnership or inform the
Partnership of) any such transaction or any benefit received by any of them from
any such transaction, but will allocate such opportunities on an equitable basis
between the Partnership and other clients.

       

      3.7           Admission
of Additional General Partners.

       

      (a)          Subject
to the provisions of Section 3.7(b), the General Partner may cause the
Partnership to admit one or more Persons (including one or more Affiliates of
the General Partner) to the Partnership as a general partner (“Additional
General Partner”) and, in connection therewith, may amend this Agreement to
provide that any one or more of such Additional General Partners may possess and
exercise any one or more of the rights, powers, and authority of a general
partner hereunder.
  

      
        
           


        

        
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      (b)          In
the event that such Additional General Partner is not an Affiliate of the
General Partner, the General Partner shall (i) give Notification to the Limited
Partners of the intent to admit such Additional General Partner and (ii) obtain
the consent of a Majority of Disinterested Limited Partners.

       

      3.8           Authority.  No Person dealing
with the General Partner shall be required to determine the General Partner’s
authority to make any undertaking on behalf of the Partnership or to determine
any fact or circumstance bearing upon the existence of the General Partner’s
authority.

       

      ARTICLE
IV

      NET
WORTH OF GENERAL PARTNER

       

      4.1           Net Worth
Generally.  The General
Partner agrees that at all times, as long as it remains a general partner of the
Partnership, it shall maintain its net worth at an amount not less than 5% of
the total contributions to the Partnership by all Partners and to any other
limited partnerships for which it acts as a general partner by all such
partnerships’ partners; provided, however, that if
the total contributions to the Partnership by all Partners, or to any limited
partnership for which it acts as a general partner by all partners, are less
than $2,500,000, then with respect to the Partnership and any such limited
partnerships, the General Partner shall maintain its net worth at an amount of
at least 15% of the total contributions to the Partnership by all Partners and
of the total contributions to any such limited partnerships for which it acts as
a general partner by all such partnerships’ partners or $250,000, whichever is
the lesser; and, provided,
further, that, consistent with Section II.B of the NASAA Guidelines as in
effect on the date hereof, in no event shall the General Partner’s net worth be
less than $50,000, nor shall the General Partner’s net worth be required to be
greater than $1,000,000.  For the purposes of this Article IV, “net
worth” shall be calculated in accordance with generally accepted accounting
principles, except as otherwise specified in this Article IV, with all current
assets based on their then current market values. The interests owned by the
General Partner in the Partnership and any other limited partnerships for which
it acts as a general partner and any notes and accounts receivable from and
payable to any limited partnerships in which it has an interest shall not be
included as an asset in calculating its net worth, but any notes receivable from
an “affiliate” (as such term is defined in Regulation S-X of the rules and
regulations of the SEC) of the General Partner or letters of credit may be
included.

       

      4.2           Other
Limited Partnerships.  The General
Partner agrees that it shall not be a general partner of any limited partnership
other than the Partnership unless, at all times when it is a general partner of
any such additional limited partnership, its net worth is at least equal to the
net worth required by Section 4.1.

       

      4.3           NASAA
Guidelines.  The requirements
of Sections 4.1 and 4.2 may be modified by the General Partner at its option,
without notice to or the consent of the Limited Partners, provided that: (i) such modification
does not adversely affect the interests of the Limited Partners, and (ii) the
General Partner obtains a written opinion of counsel for the Partnership that
such proposed modification: (x) will not adversely affect the classification of
the Partnership as a partnership for federal income tax purposes, (y) will not
adversely affect the status of the Limited Partners as limited partners under
the Delaware Act, and (z) will not violate any applicable state securities or
blue sky laws or any rules, regulations, guidelines, or statements of policy
promulgated or applied thereunder; provided, however, that the
General Partner’s net worth may not be reduced below the lesser of (1) the net
worth required by Section II.B of the NASAA Guidelines, and (2) the net worth
required by such Guidelines as in effect on the date of such proposed
modification.
  

      
        
           


        

        
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      ARTICLE
V

      CAPITAL
CONTRIBUTIONS;

      OFFERING
OF UNITS; PARTNERS

       

      5.1           General Partner Capital
Contributions.

       

      (a)          The
General Partner shall contribute a minimum of $500,000 to the initial trading
capital of the Partnership, initially in $100 cash increments, and shall be
issued General Partner Units by the Partnership.  Thereafter, the
General Partner shall maintain its interest in the capital of the Partnership at
no less than the greater of: (i) 1% of aggregate Capital Contributions to the
Partnership by all Partners (including the General Partner’s contribution) and
(ii) $25,000.  Such contribution by the General Partner need not
exceed the amount described above and shall be evidenced by General Partner
Units or investment in any series of Limited Partner Units.  Any
General Partner Units purchased thereafter will be at the Net Asset Value of the
General Partner Units as of the close of business on the last day of the month
in which the General Partner acquires new Units. The General Partner, without
notice to or consent of the Limited Partners, may withdraw any portion of its
Capital Account balance that is in excess of its required interest described
above on any Redemption Date.

       

      (b)          The
General Partner’s minimum investment requirements of Section 5.1(a) may be
modified by the General Partner at its option, without notice to or the consent
of the Limited Partners, provided that:  (i) such
modification does not adversely affect the interests of the Limited Partners,
and (ii) the General Partner obtains a written opinion of counsel for the
Partnership that such proposed modification:  (x) will not adversely
affect the Partnership’s ability to meet the administrative requirements
applicable to partnerships under the federal income tax laws, (y) will not
adversely affect the status of the Limited Partners as limited partners under
the Delaware Act, and (z) will not violate any applicable state securities or
blue sky laws or any rules, regulations, guidelines, or statements of policy
promulgated or applied thereunder; provided, however, that the
General Partner’s minimum investment in the Partnership may not be reduced below
the lesser of (A) the minimum investment required by Section II.C of the NASAA
Guidelines, and (B) the minimum investment required by the NASAA Guidelines as
in effect on the date of such proposed modification.

       

      (c)          As
used in this Section 5.1, the term “General Partner” shall refer to the General
Partner and/or any of its Affiliates.

       

      
        	
                 
      

              	
                5.2

              	
                Limited Partner Units;
      Limited Partners.

              


      

       

      (a)          Units
refer to units representing Interests issued to Limited Partners (whether Series
A Units, Series B Units, Series C Units, Series I Units, or other series of
Units authorized by the General Partner for issuance to Limited
Partners).

       

      (b)          The
Partnership may issue and sell Units to Persons desiring to become Limited
Partners on such terms and conditions as determined by the General Partner
(consistent with the other provisions of this Agreement).  The General
Partner may withhold or delay, in its sole discretion, the Partnership’s
acceptance of subscriptions for Units.  The minimum subscription for
Units per subscriber shall be such amount as the General Partner may determine
from time to time in its sole discretion.

       

      (c)          The
Partnership may offer and sell Units directly, or indirectly through one or more
selling agents, broker dealers or other Persons on terms approved by the General
Partner in its sole discretion (including the General Partners or its Affiliate
serving as a selling agent).  No subscriber for Units during any
offering of Units shall become a Limited Partner until the General Partner
shall:  (i) accept such subscriber’s subscription at the closing
relating to such offering; and (ii) execute this Agreement on behalf of such
subscriber pursuant to the power of attorney in the Subscription Agreement
executed by the subscriber in connection with such offering.

       

      (d)          In
connection with an offering of Units by the Partnership, the General Partner, on
behalf of the Partnership, shall:  (i) cause to be filed one or more
registration statements, Prospectuses, disclosure documents and such amendments
and supplements thereto and other applications, notices or forms as the General
Partner considers advisable or as may be required by applicable law with the
CFTC, NFA, SEC, state securities and blue sky administrators and FINRA; (ii)
qualify by registration or exemption from registration the Units for sale under
the blue sky and securities laws of such states of the United States and other
jurisdictions as the General Partner considers advisable or as may be required
by applicable law; and (iii) take other actions regarding the offer and sale of
Units as the General Partner considers advisable.
  

      
        
           


        

        
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      (e)          All
Units subscribed for shall be issued subject to the collection of good
funds.  If, at any time, good funds representing payment for Units are
not made available to the Partnership because a subscriber provided bad funds,
the Partnership may cancel the Units issued to such subscriber represented by
such bad funds.  Any losses or profits sustained by the Partnership in
connection with its trading allocable to such cancelled Units shall be deemed a
decrease or increase in Net Assets and allocated among the remaining
Units.  Each Limited Partner agrees to reimburse the Partnership for
any expense or loss (including any trading loss) incurred in connection with the
issuance and cancellation of such Units issued to the Limited Partner pursuant
to this Section 5.2(e).

       

      (f)          As
requested by the General Partner from time to time, each Limited Partner shall
furnish to the General Partner or the Partnership such information as the
General Partner may consider necessary or appropriate for the Partnership to
open and maintain accounts with securities and commodities brokerage
firms.

       

      (g)          Each
Unit, when purchased by a Limited Partner in accordance with the terms of this
Agreement, shall be fully paid and nonassessable. No Limited Partner shall be
liable for the Partnership’s obligations in excess of such Partner’s unredeemed
Capital Contribution, undistributed profits, if any, and any distributions and
amounts received upon redemption of Units. The Partnership may make a claim
against a Limited Partner with respect to amounts distributed to the Limited
Partner or amounts received by the Limited Partner upon redemption of Units, if
the Net Assets of the Partnership are insufficient to discharge the liabilities
of the Partnership which have arisen prior to the payment of such amounts
(including without limitation indemnification liabilities).

       

      (h)          Except
to the extent that a Limited Partner has the right to withdraw capital through
redemption of Units in accordance with Article VIII, no Limited Partner shall
have any right to demand the return of its Capital Contribution or any profits
thereto, except upon termination and dissolution of the Partnership. In no event
shall a Limited Partner be entitled to demand or receive from the Partnership
property other than cash.  The General Partner shall not be personally
liable for the return or repayment of all or any portion of the Capital
Contribution or profits of any Limited Partner, it being expressly agreed that
any return of Capital Contribution or profits pursuant to this Agreement shall
derive solely from the assets of the Partnership.

       

      (i)          The
withdrawal, Bankruptcy, disability, legal incompetency, death, liquidation,
termination, or dissolution of a Limited Partner shall not terminate or dissolve
the Partnership.  Each Limited Partner expressly agrees that in the
event of such Limited Partner’s death, it waives on behalf of itself and its
estate, and such Limited Partner 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 and records of the Partnership.

       

      (j)          Any
consent or approval of Limited Partners or consent of Majority of Disinterested
Limited Partners herein may be taken by written consent signed by the requisite
holders of Limited Partner Percentages (without the necessity of an in-person
meeting).

       

      
        	
                 
      

              	
                5.3

              	
                Certain Rights of the
      Limited Partners.

              


      

       

      (a)          Any
action requiring the consent of the Limited Partners hereunder may be taken
pursuant to a meeting (in person or by proxy), or pursuant to written consent
(without a meeting).

       

      (b)          Any
Limited Partner upon request addressed to the General Partner shall be entitled
to obtain from the General Partner, upon payment in advance of reasonable
reproduction and mailing costs, a list of the names and addresses of record of
all Limited Partners and the number of Units held by each (which shall be mailed
by the General Partner to the Limited Partner within a reasonable time of the
receipt of the request); provided, that the General Partner may require any
Limited Partner requesting such information to submit written confirmation that
such information will not be used for commercial purposes and is requested
solely for a purpose reasonably related to a Limited Partner's interest as a
Limited Partner of the Partnership.
  

      
        
           


        

        
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      (c)          Any
Limited Partners holding at least 10% of the Limited Partner Percentages
(excluding any Limited Partner Interests held by the General Partner or its
Affiliate for purposes of such calculation), may call a meeting of the Limited
Partners by submitting to the General Partner a written request, either in
person or by certified mail, stating the purpose of the meeting.  The
General Partner shall, by Notification to each Limited Partner within fifteen
(15) days after receipt of a request by any Limited Partners holding at least
10% of the Limited Partner Percentages (excluding any Limited Partner Interests
held by the General Partner or its Affiliate for purposes of such calculation),
call such a meeting.  Without limiting the Limited Partners’ right to
(instead) act by written consent, such meeting of Limited Partners shall be held
at least thirty (30) days but not more than sixty (60) days after delivery of
the Notification, and the Notification shall specify the date, a reasonable
place and time for such meeting, as well as its purpose.  In any
meeting called pursuant to this Section 5.3(c) upon the affirmative vote of a
Majority of Disinterested Limited Partners (in person or by proxy), or upon the
written consent of a Majority of the Disinterested Limited Partners (without a
meeting), any of the following actions may be taken by the Limited Partners
(without the consent of the General Partner):

       

      (i)           
this Agreement may be amended in accordance with, and only to the extent
permissible under, the Delaware Act; provided, however, that no
such amendment shall, without the consent of all Partners affected thereby,
change or alter the provisions of this proviso, reduce the capital account of
any Partner, or modify the percentage of profits, losses, or distributions to
which any Partner is entitled (and without limiting the Limited Partners’
consent rights regarding amendments under Section 13.2);

       

      (ii)         
 the General Partner may be removed and replaced;

       

      (iii)          a
new general partner or general partners may be elected if the General Partner is
removed or withdraws from the Partnership;

       

      (iv)          any
contracts with the General Partner or any of its Affiliates may be terminated
without penalty on not less than sixty (60) days’ prior written notice;
and

       

      (v)        
  a sale of all or substantially all of the assets of the
Partnership.

       

      (d)          Notwithstanding
the foregoing clauses (i) through (v) of Section 5.3(c) no such action shall be
taken by the Limited Partners which would adversely affect the status of the
Limited Partners as limited partners under the Delaware Act or the
classification of the Partnership as a partnership under the federal income tax
laws.

       

      ARTICLE
VI

      TRANSFERS
OF LIMITED PARTNER INTERESTS

       

      6.1           Restrictions
on Transfers of Limited Partner Interests.

       

      (a)          No
Limited Partner shall Transfer any of its Units or any part or all of its right,
title and interest in the capital or profits of the Partnership without giving
prior Notification of the Transfer to the General Partner, and no Transfer shall
be effective until (i) at least thirty (30) days after the General Partner
receives Notification of the proposed Transfer and (ii) the General Partner has
consented in writing to the Transfer, which consent the General Partner will not
unreasonably withhold or delay; provided that if such
Transfer occurs by reason of the death of a Limited Partner or assignee, such
Notification may be given by the duly authorized representative of the estate of
the Limited Partner or assignee and shall be supported by such proof of legal
authority and valid assignment as may reasonably be requested by the General
Partner, and thereupon the General Partner shall consent to such Transfer
(without limiting Sections 6.1(b) and 6.1(c)).
  

      
        
           


        

        
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      (b)          In
the case of a Transfer of a Unit, or an interest therein, arising by death or
operation of law, the successor of the transferor shall be deemed to have
assumed all of the duties, responsibilities, liabilities and obligations of the
transferor under this Agreement with respect to such Transferred Unit or
interest therein, unless the General Partner expressly agrees
otherwise.

       

      (c)          A
transferee of Units shall not be admitted as a substituted Limited Partner
without the General Partner’s written consent, which consent will not be
unreasonably withheld or delayed, provided that the economic benefits of
ownership of the assignor may be transferred or assigned without regards to such
written consent subject to the restrictions set forth in the following
sentence.  No Transfer of Units shall be effective or recognized by
the Partnership if, following such Transfer (i) there would result a termination
of the Partnership for federal income tax purposes as provided in Code Section
708(b) and any attempted Transfer in violation hereof shall be ineffective to
Transfer any such Units or (ii) either the transferee of Units or the transferor
of Units would hold less than the minimum number of Units equivalent to the
initial minimum investment set forth in the Prospectus, provided that the
restriction set forth in this clause (ii) shall not prevent transfer of all of
the then remaining Units held by the transferor.

       

      
        	
                 
      

              	
                6.2

              	
                Obligations
      of Transferors of Limited Partner
  Interests.

              


      

       

      (a)          If
a Person desires to Transfer a Unit, or an interest therein, pursuant to the
provisions of Section 6.1(a), such Person shall be responsible for compliance
with all conditions of Transfer imposed by this Agreement and under applicable
law and for any expenses incurred by the Partnership for legal or accounting
services in connection with reviewing the Transfer or obtaining legal opinions
in connection therewith.  Upon the request of the General Partner, a
Person desiring to Transfer Units, or any interest therein, shall either cause
the Partnership to be provided with, or authorize the Partnership to obtain, an
opinion of counsel satisfactory to the General Partner that the proposed
Transfer complies with the 1933 Act and all other applicable laws.

       

      (b)          Unless
otherwise agreed by the General Partner, no Transfer of a Unit, or any interest
therein, other than pursuant to a statutory merger or consolidation of the
transferor wherein all duties, responsibilities, liabilities, and obligations of
the transferor are assumed by a successor corporation by operation of law, shall
relieve the transferor of its obligations under this Agreement.

       

      
        	
                 
      

              	
                6.3

              	
                Obligations
      of Transferees of Unit.

              


      

       

      (a)          A
Person admitted to the Partnership as a Limited Partner pursuant to Section
6.1(c) shall, to the extent of the Units, or interest therein, Transferred to
such Person, succeed to all of the rights, powers, and authority of the
transferor Limited Partner under this Agreement in the place and stead of such
transferor Limited Partner.

       

      (b)          Unless
the General Partner expressly agrees otherwise, any Person to whom Units, or an
interest therein, is Transferred, whether or not such Person is admitted to the
Partnership as a Limited Partner, shall, to the extent of such Units or interest
therein, succeed to the duties, responsibilities, liabilities and obligations of
the transferor hereunder and be subject to the restrictions to which such
transferor is subject hereunder.

       

      6.4           Effect of
Non-Complying Transfers.  Any Transfer of Units, or interest
therein, that would (i) violate the provisions of this Agreement, (ii) violate
any of the Securities Laws or other applicable laws, (iii) cause the termination
of the Partnership’s classification as a partnership for federal income tax
purposes, (iv) cause the Partnership to be treated as a “publicly traded
partnership” within the meaning of Section 7704 of the Code and the Treasury
Regulations, or (v) cause the assets of the Partnership to be treated for any
purpose of ERISA or Section 4975 of the Code as assets of any “employee benefit
plan” as defined in and subject to ERISA or of any plan or account subject to
Section 4975 of the Code or would result in a “prohibited transaction” as
defined in ERISA or Section 4975 of the Code, shall be wholly null and void and
of no legal force or effect and shall not effectuate the Transfer contemplated
thereby.  The Partnership shall have the right to obtain injunctive
relief (in addition to and not in lieu of any other remedies available to it) in
the event of any breach of the provisions of this Article VI.
 


      
        
           


        

        
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      ARTICLE
VII

      ALLOCATION
OF PROFITS AND LOSSES; ACCOUNTING MATTERS

       

      7.1           Capital
Accounts.  A capital account
(“Capital Account”) shall be established for each Partner. The initial balance
of each Partner’s Capital Account shall be the amount of the Partner’s initial
Capital Contribution to the Partnership.  In the event that a Person
holds more than one series of Units (or in the event that the General Partner
holds both General Partner Units and Units of Limited Partner Interests), for
bookkeeping purposes a Partner shall have separate Capital Accounts with respect
to each different series of Units held by such Partner.

       

      7.2           Monthly
Allocations.  As of the close
of business (as determined by the General Partner) on the last day of each
calendar month (“Determination Date”) during each Fiscal Year of the
Partnership, the following determinations and allocations shall be
made:

       

      (a)          The
Capital Accounts on the first day of each calendar month shall be credited with
any Capital Contributions made by the Partner with respect to the subject series
of Units or General Partner Units.

       

      (b)          The
Net Assets, before any accrual of fees and expenses for that calendar month,
shall be determined, for each series of Units of the Partnership.

       

      (c)          The
accrued fees and expenses that are chargeable to all series of Units and the
General Partner Units (other than the Incentive Fee) shall be (i) charged
against the Capital Account of each Partner in the ratio that the balance of
each Partner’s Capital Account bears to the balance of all Capital Accounts, and
(ii) charged against the Net Assets of the Partnership.  For the
avoidance of doubt, any fees or expenses of the Partnership which are not
specifically chargeable only to a certain series of Units pursuant to the
respective definitions of the series of Units or other applicable provisions of
this Agreement, shall be chargeable to all series of Units and the General
Partner Units based on respective Capital Account balances.

       

      (d)          The
accrued fees and expenses which are chargeable only against certain series of
Units shall be (i) charged, on a separate series-by-series basis as applicable,
against the Capital Account of each Partner with respect to the series of Units
bearing the particular fees and expenses (“Subject Series Capital Accounts”) in
the ratio that the balance of each Partner’s Subject Series Capital Account
bears to the balance of all Subject Series Capital Accounts, and (ii) charged
against the Net Assets of the Partnership.

       

      (e)          As
applicable, the accrued Incentive Fee (if any) shall be (i) charged against the
Capital Accounts of each Partner in the ratio that the balance of each Partner’s
Capital Account bears to the balance of all Capital Accounts, and (ii) charged
against the Net Assets of the Partnership.

       

      (f)          Any
decrease or increase in Net Assets (since the immediately preceding
Determination Date) (after the adjustments in subparagraphs (b), (c), (d) and
(e) above) shall be credited or charged to the Capital Accounts of each Partner
in the ratio that the balance of each Capital Account bears to the balance of
all Capital Accounts.

       

      (g)          The
amount of any distribution to a Partner, any amount paid to a Partner on
redemption of Units, and any amount paid to a Partner upon withdrawal of its
interest in the Partnership shall be charged to such Partner’s Capital
Account.

       

      7.3           Allocation
of Profit and Loss for Federal Income Tax Purposes.  As of the end of
each Fiscal Year of the Partnership (or such other period as required by the
Code), the Partnership’s recognized profit or loss shall be allocated among the
Partners pursuant to the following subparagraphs for federal income tax
purposes. Such allocations of profit and loss will be pro rata from net capital
gain or loss and net operating income or loss realized by the Partnership. For
United States federal income tax purposes, a distinction will be made between
net short-term gain or loss and net long-term gain or loss.
 


      
        
           


        

        
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      (a)          Subject
to Section 7.3(c), items of ordinary income shall be allocated pro rata among
the Partners based on their respective Capital Accounts as of the end of each
month in which the items of ordinary income accrued.

       

      (b)          Items
of fees charges, commissions and other expenses shall be allocated among the
applicable Partners consistent with the allocation of the items to such Partners
pursuant to Section 7.2 (in connection with the determination of Net Asset
Value).

       

      (c)          Net
recognized gain or loss from the Partnership’s trading activities shall be
allocated as follows (with any allocation of recognized gain or loss consisting
of pro rata shares of capital or ordinary gain or loss):

       

      (i)        
   For the purpose of allocating the Partnership’s net recognized
gain or loss among the Partners, there shall be established an allocation
account with respect to each outstanding Unit. The initial balance of each
allocation account shall be the amount paid by the Partner to the Partnership
for the Unit. Allocation accounts shall be adjusted as of the end of each Fiscal
Year (or such other period) and as of the date a Partner completely redeems his
Units as follows:

       

      
        	
                 
      

              	
                (A)

              	
                Each
      allocation account shall be increased by the amount of income allocated to
      the holder of the Unit pursuant to Section 7.3(a) and Section
      7.3(c)(ii).

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Each
      allocation account shall be decreased by the amount of expense or loss
      allocated to the holder of the Unit pursuant to Section 7.3(b) and Section
      7.3(c)(iii) and by the amount of any distribution the holder of the Unit
      has received with respect to the Unit (other than on redemption of the
      Unit).

              


      

       

      
        	
                 
      

              	
                (C)

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

              


      

       

      (ii)         
 Net recognized gain shall be allocated among all Partners whose Capital
Accounts are in excess of their Units’ allocation accounts in the ratio that
each such Partner’s excess bears to all such Partners’ excesses. In the event
that gain to be allocated pursuant to this Section 7.3(c)(ii) is greater than
the excess of all such Partners’ Capital Accounts over all such allocation
accounts, the excess will be allocated among all Partners in the ratio that each
Partner’s Capital Account bears to all Partners’ Capital Accounts.

       

      (iii)          Net
recognized loss shall be allocated among all Partners whose Units’ allocation
accounts are in excess of their Capital Accounts in the ratio that each such
Partner’s excess bears to all such Partners’ excesses. In the event that loss to
be allocated pursuant to this Section 7.3(c)(iii) is greater than the excess of
all such allocation accounts over all such Partners’ Capital Accounts, the
excess loss will be allocated among all Partners in the ratio that each
Partner’s Capital Account bears to all Partners’ Capital Accounts.

       

      (d)          The
tax allocations prescribed by this Section 7.3 shall be made to each holder of a
Unit whether or not the holder is a substituted Limited Partner. In the event
that a Unit has been transferred or assigned pursuant to Section 6.1(a), the
allocations prescribed by this Section 7.3(d) shall be made with respect to such
Unit without regard to the transfer or assignment, except that in the year of
transfer or assignment the allocations prescribed by this Section 7.3 shall be
divided between the transferor or assignor and the transferee or assignee based
on the number of months each held the transferred or assigned Unit. For purposes
of this Section 7.3, tax allocations shall be made to the General Partner’s
Units on a Unit-equivalent basis.

       

      (e)          The
allocation of profit and loss for federal income tax purposes set forth herein
is intended to allocate taxable profits and loss among Partners generally in the
ratio and to the extent that net profit and net loss are allocated to such
Partners under Section 7.2 hereof so as to eliminate, to the extent possible,
any disparity between a Partner’s Capital Account and his allocation account
with respect to each Unit then outstanding, consistent with the principles set
forth in Section 704 of the Code and the Treasury Regulations promulgated
thereunder.
  

      
        
           


        

        
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                7.4

              	
                Net Asset
      Value.

              


      

       

      (a)          The
Partnership’s “Net Assets” shall mean the total assets of the Partnership
(including without limitation all cash and cash equivalents (valued at cost),
any unrealized profits and losses, accrued interest and amortization of original
issue discount, and the market value of all open Commodities Interests positions
and other assets of the Partnership), minus the total liabilities
of the Partnership (including without limitation one-half of the brokerage
commissions that would be payable with respect to the closing of each of the
Partnership’s open Commodities Interests positions (if charged on a “roundturn”
basis), or brokerage fees (if charged on a “flat rate” basis), fees and expenses
(including accrued Incentive Fee although such accrual might not become
payable), determined in accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting. Unless generally
accepted accounting principles require otherwise, the market value of a
Commodities Interest traded on a United States exchange shall be determined
using the settlement price on the exchange on which the particular Commodities
Interest was traded by the Partnership on the day with respect to which Net
Assets are being determined; provided, however, that if a
Commodities Interest could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange upon which that
Commodities Interest is traded or otherwise, the settlement price on the first
subsequent day on which the Commodities Interest could have been liquidated will
be the market value of the Commodities Interest for such day. The market value
of a forward contract or a Commodities Interest traded on a foreign exchange or
off an exchange shall mean its market value as determined by the General Partner
on a basis consistently applied for each different variety of forward contract
or Commodities Interest.

       

      (b)          The
“Net Asset Value” of a Unit in a particular series refers to the Net Assets
allocated to Capital Accounts with respect to such series (the aggregate Capital
Account balances with respect to the series of Units) divided by the aggregate
number of outstanding Units of such series.  The “Net Asset Value” of
a General Partner Unit refers to the Net Assets allocated to the General Partner
Units (the aggregate Capital Account balances with respect to the General
Partner Units) divided
by the aggregate number of outstanding General Partner Units.

       

      7.5           Interest
on Assets.  The Partnership shall deposit all of its assets
with such futures commission merchant(s) and cash management broker(s) as the
Partnership shall utilize from time to time, and such assets shall be used by
the Partnership to engage in futures interests trading.  Such assets
shall be invested in securities permitted by the CFTC for investment of customer
funds or held in non-interest bearing accounts and will earn or be credited with
income as set forth in the Prospectus or as otherwise set forth in a notice to
Limited Partners.

       

      ARTICLE
VIII

      REDEMPTIONS,
DISTRIBUTIONS AND WITHDRAWALS

       

      8.1           Redemptions.

       

      (a)          Redemptions
may be made by a Limited Partner as of the last Business Day of any month (each,
a “Redemption Date”), at the applicable Net Asset Value per Unit (or portion
thereof) on the Redemption Date, on five (5) Business Days’ prior written notice
to the General Partner.  Partial redemptions must be for at least
$1,000, unless such requirement is waived by the General Partner in its sole
discretion.  In addition, a Limited Partner, if making a partial
redemption, must maintain at least $10,000 or its original investment amount,
whichever is less, in the Partnership, unless such requirement is waived by the
General Partner in its sole discretion.  In the event that any Units
are redeemed prior to the end of a calendar quarter, the Trading Advisor shall
be entitled to an Incentive Fee (as applicable), payable on a quarterly basis,
regarding the redeemed Units to the extent of any accrued Incentive Fee
allocable to the redeemed Units as of the Redemption Date.

       

      (b)          The
Partnership will pay redemption proceeds as soon as practicable after the
Redemption Date, generally within thirty (30) days after the Redemption
Date.  Partner redemptions will be accounted for on a first in first
out basis unless such requirement is waived by the General
Partner.  The Partnership may delay payment of the redemption proceeds
if special circumstances require, including without limitation (i) a market
emergency that prevents the liquidation of commodity positions, (ii) a delay or
default in payment to the Partnership by the futures commission merchants, cash
management brokers or a bank, or (iii) if payment is restricted pursuant to the
Delaware Act.  Limited Partners shall be notified within ten (10) days
after the Redemption Date if any redemption cannot be honored under the terms
hereof and their requests thereafter will be honored at the first available
opportunity on a pro-rata basis.  The Partnership may deny a
redemption request if, in the General Partner’s sole discretion, such a
redemption request would violate any applicable law, regulation or rule to which
the Partnership may be subject.
  

      
        
           


        

        
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      (c)          Series
A Units will pay a Redemption Fee, as applicable, unless such Redemption Fee is
waived by the General Partner in its sole discretion.

       

      (d)          Upon
redemption, a Partner (or any assignee thereof) will receive an amount equal to
the applicable Net Asset Value per Unit of the redeemed portion of its Units as
of the Redemption Date, minus any amount which is
owed by such Partner (and its assignee, if any) to the General Partner as
provided below in this Section 8.1(d) or to the Partnership.  If,
pursuant to applicable law, the Partnership has been required to withhold tax on
certain income of the Partnership allocable to a Limited Partner (or an assignee
thereof) and the General Partner (in its sole discretion) has paid out of its
own funds such tax, upon redemption of Units by such Limited Partner (or
assignee) all amounts of such taxes may be deducted from the Net Asset Value of
such Units and reimbursed to the General Partner.  In addition, upon
redemption of Units, all amounts which are owed to the Partnership by the
Limited Partner to whom such Units were issued as well as all amounts which are
owed by all assignees of such Units will be deducted from the redemption
proceeds payable to such redeeming Limited Partner including without limitation
any payment that might be owing pursuant to Section 5.2(g).

       

      (e)          Subject
to Section 5.1, the General Partner may redeem any portion of the General
Partner Units and make related withdrawals from the General Partner’s Capital
Account on any Redemption Date.  The General Partner’s right to redeem
its General Partner Units is not senior to any Series of Units and will be on
the same terms as the Limited Partners as provided under this Article
8.

       

      8.2           Distributions.  Distributions to
Limited Partners may be payable at the sole discretion of the General
Partner.  Any such distributions will be payable to the Limited
Partners in proportion to their respective Capital Account
balances.

       

      8.3           Trading
Suspension Redemption Right.  If the
Partnership’s Net Assets at any time during a Fiscal Year decline to 50% or less
than its Net Assets at the start of such Fiscal Year or at the start of the most
recent month, disregarding subscriptions and redemptions, the Partnership will
liquidate its positions as promptly as practical and suspend
trading.  The General Partner will promptly notify the Limited
Partners within seven (7) days regarding such decline in the Partnership’s Net
Assets and the resulting trading suspension, which notice (“Special Redemption
Notice”) will specify the related redemption exercise period and effective
redemption date as determined by the General Partner.  Any Limited
Partner may elect to fully redeem its Units in accordance with this Section 8.3
and the Special Redemption Notice, and will not be subject to the Redemption
Fee, if any, provided
that any such redemption will be subject to the redemption limitations
and restrictions under Section 8.1(b) and any deductions under Section 8.1(d) as
applicable.

       

      8.4           Voluntary
Withdrawal of a General Partner.  The General
Partner shall not voluntarily withdraw from the Partnership unless it shall have
given the Limited Partners at least one-hundred twenty (120) days’ prior
Notification of the General Partner’s intention to withdraw.  If the
Limited Partners elect to continue the Partnership, the withdrawing General
Partner shall pay all Partnership expenses incurred as a result of its
withdrawal.

       

      8.5           Required
Withdrawal of a General Partner.  The General
Partner shall be subject to removal and replacement upon (x) the affirmative
vote of a Majority of Disinterested Limited Partners (in person or
by  proxy), or (y)  the written consent of holders of a
Majority of Disinterested Limited Partners.

       

      8.6           Payment
to Withdrawing General Partner.  A withdrawing
General Partner’s (“Withdrawing General Partner”) entire General Partner Units
and General Partner Interest shall be fully redeemed and cancelled as of the
applicable withdrawal date (“GP Withdrawal Date”), which shall be at month-end,
and as of the GP Withdrawal Date the Withdrawing General Partner shall no longer
have any rights as a General Partner irrespective of a redemption payment
occurring after the GP Withdrawal Date.  Subject to redemption
limitations and restrictions under Section 8.1(b), the Partnership shall pay to
the Withdrawing General Partner as soon as reasonably practicable the balance of
the Withdrawing General Partner’s Capital Account measured as of the month-end
immediately succeeding the GP Withdrawal Date (if the GP Withdrawal Date does
not occur as of a month-end).  Furthermore, as soon as practicable the
Partnership shall pay all pro rata accrued fees and expenses owing to the
Withdrawing General Partner through the GP Withdrawal Date, including without
limitation the accrued General Partner Fee. Any withdrawal by a Person as
General Partner shall not terminate nor otherwise affect its right to any fees
with respect to such Person or its Affiliates serving as a selling
agent.
  

      
        
           


        

        
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                8.7

              	
                Required Withdrawal of
      a Limited Partner.

              


      

       

      (a)          The
General Partner may require a Limited Partner to withdraw from the Partnership
in the event that the General Partner, in its sole discretion, considers the
withdrawal of the Limited Partner as being in the best interest of the
Partnership, including without limitation a required withdrawal (i) in efforts
to avoid the Partnership’s asset being subject to ERISA, (ii) because the
continued participation of a Person as a Limited Partner will have adverse
regulatory or tax consequences to the Partnership or other Partners or (iii)
necessary to comply with any applicable government or self regulatory agency
regulations.  If such mandatory withdrawal involves less than the full
redemption of more than one Limited Partner, such redemptions will be conducted
on a pro rata basis.

       

      (b)          The
General Partner’s Notification to such Limited Partner (“Withdrawing Limited
Partner”) shall specify a withdrawal date (“LP Withdrawal Date”) and the reason
for the required withdrawal.  The Withdrawing Limited Partner’s entire
Units and Limited Partner Interest shall be fully redeemed and cancelled as of
the LP Withdrawal Date, and as of the LP Withdrawal Date the Withdrawing Limited
Partner shall no longer have any rights as a Limited Partner irrespective of the
redemption payment occurring after the LP Withdrawal Date.  Subject to
redemption limitations and restrictions under Section 8.1(b) and deduction from
distributions under Section 8.1(d) as applicable, the Partnership shall pay to
the Withdrawing Limited Partner as soon as reasonably practicable the balance of
the Withdrawing Limited Partner’s Capital Account measured as of the month-end
immediately succeeding the LP Withdrawal Date (if the LP Withdrawal Date does
not occur as of a month-end).

       

      ARTICLE
IX

      BOOKS
AND RECORDS

       

      9.1           Maintenance.  The General
Partner shall keep at the principal office of the Partnership such books and
records relating to the business of the Partnership as the General Partner
considers necessary or advisable, or as required by the CEAct and the CFTC’s
rules and regulations or other applicable laws.  The General Partner
will maintain and preserve the books and records of the Partnership for at least
six years.

       

      9.2           Inspection.  During the
Partnership’s regular business hours, the books and records of the Partnership
will be available for inspection and copying (upon payment of reasonable
reproduction and mailing costs) by Limited Partners or their representatives for
any purposes reasonably related to a Limited Partnership’s interest as an owner
of Units.

       

      ARTICLE
X

      AUDITS;
REPORTS TO LIMITED PARTNERS

       

      10.1         Audit.  The Partnership’s
books shall be audited annually by an independent certified public accounting
firm selected by the General Partner in its sole discretion.

       

      10.2         Financial
and Other Reports.

       

      (a)          The
General Partner shall cause to be delivered to each Partner (or shall make
available electronically to Partners upon their written
authorization):  (i) as soon as reasonably practicable after each
Fiscal Year, but within ninety (90) days after the end of each Fiscal Year, an
annual report containing audited financial statements  of the
Partnership for the preceding Fiscal Year prepared in accordance with generally
accepted accounting principles and accompanied by a report of the accounting
firm which audited such statements, and such other information as the CFTC and
NFA may require; (ii) as soon as practicable after the close of each calendar
month, such financial and other information with respect to the Partnership as
the CFTC and NFA from time to time may require in monthly reports; and (iii)
such other information as the Partnership may be required to deliver to Limited
Partners under applicable laws or which the General Partner considers advisable
to deliver to Limited Partners.  Those Limited Partners who execute
the Consent to Electronic Delivery of Periodic Reports contained in the
Partnership’s Subscription Agreement shall receive an e-mail notification of
where to access the report or an electronic version of such
report.  Those Limited Partners who do not execute the Consent to
Electronic Delivery of Period Reports shall be sent a paper copy of any such
report.
  

      
        
           


        

        
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      (b)          No
material change in the Brokerage Expenses shall become effective without prior
Notification to all Limited Partners within sufficient time for the exercise of
their redemption rights.

       

      (c)          The
General Partner shall notify the Limited Partners of (i) changes to the Trading
Advisory Agreement which the General Partner believes to be material, (ii)
material changes in Brokerage Expenses or other fees paid by the Partnership or
(iii) material changes in the basic investment policies or structure of the
Partnership, prior to any such change. Such Notification shall set forth the
Limited Partners' voting and redemption rights, as well as a description of any
material effects resulting from such changes. The General Partner, not the
Partnership, shall pay the cost of any Notification delivered pursuant to this
paragraph.

       

      
        	
                 
      

              	
                10.3

              	
                Tax Return
      Information.

              


      

       

      (a)          As
soon as reasonably practicable after each Fiscal Year, but within ninety (90)
days after the end of each Fiscal Year, the General Partner shall cause to be
delivered to each Person who was a Partner at any time during the preceding
Fiscal Year such tax information and schedules as shall be necessary for the
preparation by such Person of its federal income tax return regarding the
preceding Fiscal Year.

       

      (b)          Each
Limited Partner agrees in respect of any Fiscal Year in which such Limited
Partner had an investment in the Partnership that, unless otherwise agreed by
the General Partner, such Limited Partner shall not: (i) treat, on its
individual tax returns, any item of income, gain, loss, deduction, or credit
relating to such investment in a manner inconsistent with the treatment of such
item by the Partnership, as reflected on the Schedule K-1 or other information
statement furnished by the Partnership to such Partner; or (ii) file any claim
for refund relating to any such item based on, or which would result in, any
such inconsistent treatment.

       

      ARTICLE
XI

      SPECIAL
POWER OF ATTORNEY

       

      11.1         Appointment
and Powers.  Each Limited
Partner constitutes and appoints the General Partner, the Liquidator, and
authorized officers and attorneys in fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney in fact, with full power and authority in its name, place,
and stead to:  execute, swear to, acknowledge, deliver, publish, and
file and record in the appropriate public offices: (i) all certificates,
instruments, and other documents (including this Agreement and the Certificate
and all amendments and/or restatements thereof) that the General Partner or the
Liquidator shall reasonably determine to be necessary, appropriate, advisable,
or convenient to effect the formation of the Partnership and to carry on the
businesses, purposes, and activities for which the Partnership was formed
(including such certificates, instruments, or other documents, and such
amendments thereto, as the General Partner or the Liquidator shall reasonably
determine to be necessary, appropriate, advisable, or convenient to comply with
the requirements for the operation of the Partnership as a limited partnership
under the Delaware Act and the qualification of the Partnership to do business
in any jurisdiction in which the Partnership owns property or conducts
business); (ii) all certificates, instruments, or other documents that the
General Partner or the Liquidator shall reasonably determine to be necessary,
appropriate, advisable, or convenient to reflect any amendment of this Agreement
or the Certificate effected in accordance with the provisions hereof; (iii) all
conveyances and other certificates, instruments, and other documents that the
General Partner or the Liquidator shall reasonably determine to be necessary,
appropriate, advisable, or convenient to reflect the dissolution and winding up
of the Partnership pursuant to the provisions of this Agreement and the Delaware
Act, including a certificate of cancellation of the Certificate; and (iv) all
certificates, instruments, and other documents relating to the admission,
withdrawal, removal, or substitution of any Partner pursuant to the provisions
of this Agreement or the Capital Contribution by any Partner.

       

      11.2         Irrevocable.  The foregoing
appointment is irrevocable and shall be deemed to be a power coupled with an
interest, in recognition of the fact that the Limited Partners will be relying
upon the power of the General Partner or the Liquidator, as the case may be, to
act as contemplated by this Agreement in any filing or other action by it on
behalf of the Partnership, and it shall survive the Transfer of a Limited
Partner Interest, or any interest therein, and shall extend to the successors of
each transferring Limited Partner.
  

      
        
           


        

        
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      ARTICLE
XII

      EXCULPATION
AND INDEMNIFICATION

       

      
        	
                 
      

              	
                12.1

              	
                Exculpation.

              


      

       

      (a)          A
General Partner Party shall not be liable to the Partnership or the Limited
Partners in connection with any act or omission by the General Partner Party
relating to the Partnership or offering of the Units except to the extent that
(i) such act or omission by the General Partner Party constitutes negligence or
misconduct, or (ii) such act or omission of the General Partner Party was not
done in good faith in a manner reasonably believed to be in the best interest of
the Partnership.

       

      (b)          Each
General Partner Party shall be fully protected in relying in good faith upon the
books and records of the Partnership and upon such information, opinions,
reports, or statements presented to the Partnership by any of its Partners,
officers or agents (including legal counsel, accountants, auditors, appraisers,
investment bankers, and other independent experts) as to matters such General
Partner Party reasonably believes are within such other Person’s professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Partnership, including information, opinions, reports, or statements as
to the value and amount of the assets, liabilities, profits, or losses of the
Partnership or any other facts pertinent to the existence and amount of assets
from which distributions to Partners might properly be made.

       

      (c)          Notwithstanding
the foregoing, no exculpation of a General Partner Party shall be permitted
hereunder to the extent such exculpation would be inconsistent with the
requirements of the Securities Laws or other applicable laws.

       

      
        	
                 
      

              	
                12.2

              	
                Indemnification.

              


      

       

      (a)          The
Partnership shall indemnify each General Partner Party (each, for the purposes
of this Article XII, an "Indemnitee") from and against any and all Losses in
connection with acts or omissions relating to the Partnership or offering of the
Units, provided that the following conditions are satisfied: (i) the General
Partner has determined, in good faith, that the course of conduct which caused
the loss or liability was in the best interests of the Partnership, (ii) the
General Partner was acting on behalf of or performing services for the
Partnership, (iii) such liability or loss was not the result of negligence or
misconduct by the General Partner, and (iv) such indemnification is recoverable
only out of the Partnership’s assets and not from the Limited
Partners.  The termination of any action, proceeding, or claim by
judgment, order, or settlement does not, of itself, create a presumption that
the Indemnitee did not meet the standard of conduct set forth in this Section
12.2(a).

       

      (b)          In
no event shall the General Partner or any of the selling agents receive
indemnification from the Partnership arising out of alleged violations of
federal or state securities laws unless the following conditions are satisfied;
(i) there has been a successful adjudication on the merits of each count
involving alleged securities law violations, or (ii) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction, or
(iii) a court of competent jurisdiction approves a settlement of the claims and
finds that indemnification of the settlement and related costs should be made,
and (iv) in the case of subparagraph (iii), the court considering the request
has been advised of the position of the SEC and the states in which Units were
offered and sold as to indemnification for violations of securities laws;
provided that the court need only be advised and consider the positions of the
securities regulatory authorities in those states in which plaintiffs claim they
were offered or sold Units.

       

      (c)          Reasonable
expenses incurred by an Indemnitee who is a party or witness in a proceeding
shall be paid or reimbursed by the Partnership in advance of the final
disposition of the proceeding if and to the extent that (i) the legal action
relates to acts or omissions with respect to the performance of duties or
services on behalf of the Partnership, (ii) the legal action is initiated by a
party who is not a Limited Partner, or if by a Limited Partner, then a court of
competent jurisdiction specifically approves such advancement, and (iii) the
General Partner shall agree to reimburse the Partnership, together with the
applicable legal rate of interest thereon, in the event indemnification is not
permitted under this Section 12.2 upon final disposition.
 


      
        
           


        

        
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      (d)         The
indemnification provided by this Section 12.2 shall continue as to a General
Partner Party who has ceased to serve in such capacity and shall also be for the
benefit of such General Partner Party’s successors, but shall not be deemed to
create any rights for the benefit of any other Persons; provided, however, that this
Section 12.2(d) shall not be construed to entitle any Indemnitee to receive any
amount under the provisions of this Article XII in respect of any Losses paid or
incurred by such Indemnitee to the extent that, after giving effect to the
receipt of such amount and the receipt by such Indemnitee of any other payments
in respect of such Losses, from whatever source or sources, such Indemnitee
shall have recovered an aggregate amount in excess of such Losses.

       

      (e)          Notwithstanding
the foregoing, no indemnification of a General Partner Party shall be permitted
hereunder to the extent such indemnification would be inconsistent with the
requirements of the Securities Laws or any other applicable law.

       

      (f)          An
Indemnitee shall not be denied indemnification in whole or in part under this
Section 12.2 solely because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies.

       

      (g)         The
General Partner may cause the Partnership to purchase liability insurance
covering the General Partner Parties relating to the Partnership or offering of
the Units, provided
that the Partnership shall not incur the cost of that portion of
liability insurance which insures the General Partner Parties for any liability
regarding which the General Partner Parties are prohibited from being
indemnified, and the Partnership shall not purchase liability insurance to the
extent inconsistent with any applicable NASAA Guidelines.

       

      12.3         Notification
of Claims.  If a General
Partner Party believes that it is entitled to indemnification under this Article
XII, such General Partner Party shall promptly give Notification to the
Partnership describing such claim for indemnification, the amount thereof, if
known, and the method of computation, all with reasonable particularity and
containing a reference to the provisions of this Agreement in respect of which
such claim shall have occurred; provided, however, that the omission by
such General Partner Party to give Notification as provided herein shall not
relieve the Partnership of its indemnification obligation under this Article XII
except to the extent that the Partnership is materially damaged as a result of
such failure to give Notification.  Any General Partner Party entitled
to indemnification hereunder shall use its reasonable best efforts to minimize
the amount of any claim for indemnification hereunder.

       

      12.4         Third
Party Claims.  In the event of
any claim for indemnification hereunder resulting from or in connection with any
claim or legal proceeding by a third party, the Indemnitee or Indemnitees
claiming such indemnification shall give Notification thereof to the Partnership
not later than twenty (20) Business Days prior to the time any response to the
asserted claim is required, if possible, and in any event within fifteen (15)
Business Days following the date such Indemnitee has actual knowledge thereof;
provided, however, that the omission by
such Indemnitee or Indemnitees to give Notification as provided herein shall not
relieve the Partnership of its indemnification obligation under this Article XII
except to the extent that the Partnership is materially damaged as a result of
such failure to give Notification.  In the event of any such claim for
indemnification by an Indemnitee or Indemnitees resulting from or in connection
with a claim or legal proceeding by a third party, the Partnership may, at its
sole cost and expense, assume the defense thereof; provided, however, that counsel for the
Partnership, who shall conduct the defense of such claim or legal proceeding,
shall be reasonably satisfactory to such Indemnitee or Indemnitees; and provided, further, that if the
defendants in any such actions include both such Indemnitee or Indemnitees and
the Partnership and such Indemnitee or Indemnitees shall have reasonably
concluded that there may be legal defenses or rights available to it or them
which have not been waived and are in actual or potential conflict with those
available to the Partnership, such Indemnitee or Indemnitees shall have the
right to select one law firm reasonably acceptable to the Partnership to act as
separate counsel, on behalf of such Indemnitee or Indemnitees, at the expense of
the Partnership.  Unless such Indemnitee or Indemnitees are
represented by separate counsel pursuant to the second proviso of the
immediately preceding sentence, if the Partnership assumes the defense of any
such claim or legal proceeding, it shall not consent to entry of any judgment,
or enter into any settlement, that (i) is not subject to indemnification in
accordance with the provisions in this Article XII, (ii) provides for injunctive
or other non-monetary relief affecting such Indemnitee or Indemnitees, or (iii)
does not include as an unconditional term thereof the giving by each claimant or
plaintiff to such Indemnitee or Indemnitees of a release from all liability with
respect to such claim or legal proceeding, without the prior written consent of
such Indemnitee or Indemnitees (which consent, in the case of clauses (ii) and
(iii), shall not be unreasonably withheld or delayed); and provided, further, that, unless such
Indemnitee or Indemnitees is or are represented by separate counsel pursuant to
the second proviso of the immediately preceding sentence, such Indemnitee or
Indemnitees may, at its or their own expense, participate in any such proceeding
with the counsel of their choice.  So long as the Partnership is in
good faith defending such claim or proceeding, such Indemnitee or Indemnitees
shall not compromise or settle such claim or proceeding without the prior
written consent of the Partnership, which consent shall not be unreasonably
withheld or delayed.  If the Partnership does not assume the defense
of any such claim or litigation in accordance with the provisions hereof, such
Indemnitee or Indemnitees may defend against such claim or litigation in such
manner as it or they may deem appropriate, including settling such claim or
litigation (after giving prior Notification of the same to the Partnership and
obtaining the prior written consent of the Partnership, which consent shall not
be unreasonably withheld or delayed) on such terms and subject to such
conditions as such Indemnitee or Indemnitees may deem appropriate, and the
Partnership will promptly indemnify such Indemnitee or Indemnitees in accordance
with the provisions of this Article XII.
  

      
        
           


        

        
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      ARTICLE
XIII

      AMENDMENT;
CONSENTS FOR OTHER PURPOSES

       

      13.1         Amendments
Not Requiring Consent of Limited Partners.  Subject to the
provisions of Section 13.4:

       

      (a)          The
General Partner, without obtaining the authorization or approval of any Limited
Partner and without giving prior Notification to any Limited Partner, may amend
this Agreement at any time and from time to time, whether by changing any one or
more of the provisions hereof, removing any one or more provisions herefrom, or
adding one or more provisions hereto, to the extent necessary, in the reasonable
judgment of the General Partner, to:

       

      (i)         
 cause the provisions of Article VII to comply with the provisions of
Section 704 of the Code and the Treasury Regulations thereunder;

       

      (ii)         
 otherwise cause the provisions of this Agreement to comply with any
requirement, condition, or guideline contained in any order, directive, opinion,
ruling, or regulation of a federal or state agency or contained in federal or
state law;

       

      (iii)          ensure
the Partnership’s continuing classification as a partnership for federal income
tax purposes;

       

      (iv)          prevent
the Partnership from being treated as a “publicly traded partnership” within the
meaning of Section 7704 of the Code and the Treasury Regulations;

       

      (v)        
  take such actions as may be necessary or appropriate to avoid the
assets of the Partnership being treated for any purpose of ERISA or Section 4975
of the Code as assets of any “employee benefit plan” as defined in and subject
to ERISA or of any plan or account subject to Section 4975 of the Code (or any
corresponding provisions of succeeding law) or to avoid the Partnership’s
engaging in a prohibited transaction as defined in Section 406 of ERISA or
Section 4975(c) of the Code;

       

      (vi)          prevent
any “prohibited transaction” (within the meaning of Section 406 of ERISA or
Section 4975(c) of the Code) from occurring;

       

      (vii)          add
to the obligations of the General Partner for the benefit of the Partnership or
the Limited Partners;
  

      
        
           


        

        
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      (viii)     
  reflect the admission, substitution, termination, or withdrawal of
Partners after the date hereof in accordance with the provisions of this
Agreement;

       

      (ix)       
   reflect the authorization of additional series of Units by the
General Partner, with such series being offered at such terms and conditions as
determined by the General Partner in its sole discretion, provided, however,
that such terms and conditions shall not, in the General Partner’s reasonable
judgment, be reasonably expected to have a material adverse affect on the
Partnership or any Limited Partner, including, but not limited to, diluting the
income or effecting the voting rights of Limited Partners holding any series of
Units then offered;

       

      (x)       
   cure any ambiguity in this Agreement or correct any provision
in this Agreement that is manifestly incorrect; or

       

      (xi)     
     provide that any one or more Additional General
Partners may possess and exercise any one or more of the rights, powers, and
authority of a general partner hereunder.

       

      (b)     
     Upon giving Notification to the Limited Partners,
but without obtaining the authorization or approval of any Limited Partner, the
General Partner may amend this Agreement at any time and from time to time,
whether by changing any one or more of the provisions hereof, removing any one
or more provisions herefrom, or adding one or more provisions hereto, for such
purpose or purposes as the General Partner may deem necessary, appropriate,
advisable, or convenient, provided that, in the General
Partner’s reasonable judgment, such amendment could not reasonably be expected
to (i) have a material adverse effect on the Partnership or any Limited Partner
or (ii) conflict with applicable laws or regulatory requirements.

       

      13.2         Amendment
Requiring Consent of the Partnership.  Subject to the
provisions of Section 13.4, the General Partner may amend this Agreement at any
time and from time to time, whether by changing any one or more of the
provisions hereof, removing any one or more provisions herefrom, or adding one
or more provisions hereto, in a manner that materially adversely affects or
could reasonably be expected to have a material adverse affect on the
Partnership or the Limited Partners; provided, however, that the General
Partner may not make any such Amendment without (i) giving Notification to the
Limited Partners, at least thirty (30) days prior to the implementation of such
amendment, setting forth all material facts relating to such amendment and (ii)
obtaining the consent of a Majority of Disinterested Limited Partners to such
amendment prior to the implementation thereof.

       

      13.3         Waiver.  The  General
Partner has general authority to waive the provisions of this Agreement, provided that any such waiver
will not, in the good faith judgment of the General Partner, have a material
adverse effect on the Partnership or the Limited Partners.  Whenever
in this Agreement it is provided that a waiver will be permitted provided that
such waiver does not have a material adverse effect on the Partnership and/or
the other Limited Partners, this standard shall be satisfied by the General
Partner’s good faith judgment that such waiver meets such standard.

       

      13.4         Certain
Amendments Requiring Consent of Affected Limited Partners.  Notwithstanding
any other provision of this Article XIII, this Agreement may not be amended so
as to:  (i) modify the limited liability of a Limited Partner without
the consent of such Limited Partner; (ii) materially reduce the participation of
a Limited Partner in allocations made to such Limited Partner’s Capital Account
without the consent of such Limited Partner; (iii) materially change in a more
restrictive manner the redemption rights of a Limited Partner without the
consent of such Limited Partner; or (iv) modify the fees and expenses which are
allocated to certain Units as provided herein without the consent of all Limited
Partners adversely affected by such modification.

       

      
        	
                 
      

              	
                13.5

              	
                Amendments of
      Certificate.

              


      

       

      (a)          The
General Partner shall cause the Certificate to be amended and/or restated at
such time or times, to such extent and in such manner as may be required by the
Delaware Act.

       

      (b)          The
General Partner may cause the Certificate to be amended and/or restated in
accordance with the principles set forth in Sections 13.1, 13.2 and 13.4, and
any such amendment and/or restatement shall be effective immediately upon the
filing of a certificate of amendment in the office of the Secretary of State of
the State of Delaware or upon such future date as may be stated
therein.
  

      
        
           


        

        
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      ARTICLE
XIV

      DISSOLUTION
AND WINDING UP

       

      14.1         Events
Causing Dissolution.  The Partnership
shall be dissolved upon the first to occur of the following events, and, except
as otherwise required by the Delaware Act or other applicable law, no other
event shall cause the dissolution of the Partnership:

       

      (i)          The
occurrence of any event which would make unlawful the continued existence of the
Partnership;

       

      (ii)          In
the event of the suspension, revocation or termination of the General Partner’s
registration as a commodity pool operator, or membership as a commodity pool
operator with the NFA (if, in either case, such registration is required at such
time unless at the time there is at least one remaining general partner whose
registration or membership has not been suspended, revoked or
terminated).  However, in this event, the Limited Partners may remove
the General Partner and appoint a new General Partner;

       

      (iii)         The
withdrawal, insolvency, Bankruptcy, dissolution, termination, or legal
incapacity of the General Partner (“GP Disabling Event”) if there is no
remaining General Partner, unless within ninety (90) days after the date of the
GP Disabling Event, Limited Partners holding more than 50% of the Limited
Partner Percentages elect a successor general partner effective as of the date
of the GP Disabling Event;

       

      (iv)         The
Partnership becomes insolvent or Bankruptcy of the Partnership;

       

      (v)          A
Majority of Disinterested Limited Partners vote to dissolve the
Partnership;

       

      (vi)         A
decline in the Net Asset Value of a Unit as of the end of any month to or below
$35; or

       

      (vii)        The
Partnership is required to be registered as an investment company under the 1940
Act.

       

      14.2         Winding
Up.  If
the Partnership is dissolved pursuant to Section 14.1, it shall be wound up as
soon as reasonably practicable thereafter in the manner set forth
below.

       

      (a)          The
winding up of the Partnership shall be carried out by a liquidator (the
“Liquidator”).  The Liquidator of the Partnership shall be the General
Partner or a Person selected by the General Partner.  The Liquidator
shall be considered an Indemnitee for purposes of Article XII.

       

      (b)          In
winding up the Partnership, the Liquidator shall possess full, complete, and
exclusive right, power, and authority, in the name of and for and on behalf of
the Partnership to do or take any one or more of the following things or
actions, without affecting the liability of Partners and without imposing
liability on the Liquidator (and shall, to the extent required by the Delaware
Act or otherwise required by law, do or take the following things or
actions):

       

      (i)           prosecute
and defend suits, whether civil, criminal, administrative, or investigative, and
other claims, actions, or proceedings;

       

      (ii)          collect
Partnership Properties, including debts, liabilities, and obligations owed to
the Partnership;

       

      (iii)         gradually
settle and close the business and affairs of the Partnership;
 


      
        
           


        

        
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      (iv)          sell,
retire, or otherwise dispose of and convey Partnership Properties, and in
connection therewith determine the timing, manner, and terms of any such sale,
retirement, or other disposition, having due regard for the activity and
condition of the relevant market and general financial and economic
conditions;

       

      (v)     
     exercise all of the rights, powers, and authority
conferred upon the General Partner under the provisions of this Agreement to the
extent necessary, appropriate, advisable, or convenient in the Liquidator’s
reasonable judgment to perform its duties, responsibilities, and obligations
under this Article XVII (it being understood and agreed that the exercise of any
one or more of such rights, powers, or authority shall not result in the
Liquidator being deemed to be a general partner of the
Partnership);

       

      (vi)        
  pay, out of the proceeds of the sale, retirement, or other
disposition of Partnership Properties, all reasonable selling costs and other
expenses (including the compensation of the Liquidator as provided in Section
14.3) incurred in connection with the winding up of the
Partnership;

       

      (vii)          (A)
pay or make reasonable provision to pay all claims and obligations, including
all contingent, conditional, or unmatured contractual claims, known to the
Partnership; (B) make such provision as will be reasonably likely to be
sufficient to provide compensation for any claim against the Partnership which
is the subject of a pending action, suit, or proceeding to which the Partnership
is a party; and (C) make such provision as will be reasonably likely to be
sufficient to provide compensation for claims that have not been made known to
the Partnership or that have not arisen but that, based on facts known to the
Partnership, are likely to arise or to become known to the Partnership within
ten (10) years after the date of dissolution or termination (any claims or
obligations for which provision is so made by the Liquidator being referred to
herein as “Liquidation Reserves”);

       

      (viii)        distribute
assets to creditors of the Partnership in accordance with the provisions of
Section 14.4(a)(i);

       

      (ix)          distribute
any remaining assets to Partners and former Partners in accordance with the
provisions of Sections 14.4(a)(ii) and (iii); and

       

      (x)         
 prepare, execute, swear to, acknowledge, deliver, publish, and file and
record in the appropriate public offices, such certificates (including a
certificate of cancellation under the Delaware Act), instruments, and other
documents (including tax returns) that in the Liquidator’s reasonable judgment
are necessary, appropriate, advisable, or convenient under any applicable law,
to effect the winding up of the Partnership.

       

      14.3         Compensation
of Liquidator.  The Liquidator
shall be entitled to receive reasonable compensation from the Partnership, but
only from the Partnership’s assets, for its services as liquidator.

       

      14.4         Distribution of Property and
Proceeds of Sale Thereof.

       

      (a)          Upon
completion of all desired sales, retirements, and other dispositions of
Partnership Property on behalf of the Partnership, the Liquidator shall, in
accordance with the provisions of Section 17-804(a) of the Delaware Act,
distribute the proceeds of such sales, retirements, and dispositions, and any
Partnership Property that is to be distributed in kind, in the following order
of priority:

       

      (i)          
 to pay or make reasonable provision for the payment (through the
Liquidation Reserves) of the debts, liabilities, and obligations of the
Partnership to creditors of the Partnership, including, to the extent permitted
by applicable law, Partners and former Partners who are creditors of the
Partnership (other than (A) debts, liabilities, and obligations in respect of
which provision has already been made through the Liquidation Reserves and (B)
liabilities for distributions to Partners and former Partners under Sections
17-601 or 17-604 of the Delaware Act);

       

      (ii)         
 to satisfy liabilities of the Partnership to Partners and former Partners
for distributions under Sections 17-601 or 17-604 of the Delaware Act;
and
  

      
        
           


        

        
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      (iii)          to
the Partners, in proportion to the positive balances in their respective Capital
Accounts after allocating all items for all periods prior to and including the
date of distribution, including items relating to sales and distributions
pursuant to this Article XIV.

       

      (b)          A
Person who receives a distribution in violation of Section 14.4(a) shall be
liable to the Partnership for the amount of such distribution, regardless of
whether the Person had knowledge of such violation at the time of such
distribution; provided,
however, that, subject
to the provisions of Section 17-502 of the Delaware Act, the Liquidator may
compromise or waive any such liability on such terms and subject to such
conditions as the Liquidator may determine.

       

      (c)          All
distributions required under Section 14.4(a) shall be made by the end of the
Fiscal Year in which the completion of the winding up of the Partnership occurs
or, if later, within ninety (90) days after the date of such
completion.

       

      (d)          Pursuant
to the provisions of Section 17-804(b) of the Delaware Act, if there are
sufficient assets to satisfy the claims of all priority groups specified above,
such claims shall be paid in full and any such provision for payment shall be
made in full.  If there are sufficient assets to satisfy the claims of
one or more but not all priority groups specified above, the claims of the
highest priority groups that may be paid or provided for in full shall be paid
or provided for in full, before paying or providing for any claims of a lower
priority group.  If there are insufficient assets to pay or provide
for the claims of a particular priority group specified above, such claims shall
be paid or provided for ratably to the claimants in such group to the extent of
the assets available to pay such claims.

       

      (e)          Amounts
in the Liquidation Reserves shall be paid to creditors of the Partnership as set
forth in Section 14.4(a)(i).  Any amounts remaining in the Liquidation
Reserves after such payments shall be paid as provided in Sections 14.4(a)(ii)
and (iii).

       

      14.5         Final
Audit.  Within a
reasonable time following the completion of the winding up of the Partnership
(excluding, for purposes of this Section 14.5, the liquidation of the related
Liquidation Reserves), the Liquidator shall furnish to each Partner a statement
setting forth the assets and the liabilities of the Partnership as of the date
of such completion and each Partner’s share of distributions pursuant to Section
14.4.

       

      14.6         Deficit
Capital Accounts.  Notwithstanding
anything to the contrary contained in this Agreement, and notwithstanding any
custom or rule of law to the contrary, to the extent that the deficit, if any,
in any Partner’s Capital Account results from or is attributable to deductions
and losses of the Partnership (including non-cash items such as depreciation),
or redemptions or distributions of money pursuant to this Agreement, upon
termination of the Partnership such deficit shall not be an asset of the
Partnership and such Partner shall not be obligated to contribute such amount to
the Partnership to bring the balance of such Capital Account to
zero.

       

      ARTICLE
XV

      BENEFIT
PLAN INVESTORS

       

      15.1         Investment
in Accordance with Law.  Each Limited
Partner that is, or is investing assets on behalf of, an “employee benefit plan”
as defined in and subject to ERISA or a “plan” as defined in and subject to
Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”),
and each fiduciary thereof who has caused the Plan to become a Limited Partner
(a “Plan Fiduciary”), represents and warrants that (a) the Plan Fiduciary has
considered an investment in the Partnership for such Plan in light of the risks
relating thereto; (b) the Plan Fiduciary has determined that, in view of such
considerations, the investment in the Partnership for such Plan is consistent
with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in
the Partnership by the Plan does not violate and is not otherwise inconsistent
with the terms of any legal document constituting the Plan or any trust
agreement thereunder; (d) the Plan’s investment in the Partnership has been duly
authorized and approved by all necessary parties; (e) none of the General
Partner, the Trading Advisor and custodian for the Partnership, any selling
agent, broker-dealer, any of their respective Affiliates or any of their
respective agents or employees:  (i) has investment discretion with
respect to the investment of assets of the Plan used to purchase Interests; (ii)
has authority or responsibility to or regularly gives investment advice with
respect to the assets of the Plan used to purchase Units for a fee and pursuant
to an agreement or understanding that such advice will serve as a primary basis
for investment decisions with respect to the Plan and that such advice will be
based on the particular investment needs of the Plan; or (iii) is an employer
maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is
authorized to make, and is responsible for, the decision for the Plan to invest
in the Partnership, including the determination that such investment is
consistent with the requirement imposed by Section 404 of ERISA that Plan
investments be diversified so as to minimize the risks of large losses; (ii) is
independent of the General Partner, the Trading Advisor, the selling agent,
broker dealer, and custodian for the Partnership, each placement agent and each
of their respective Affiliates; and (iii) is qualified to make such investment
decision.
  

      
        
           


        

        
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      15.2         Disclosures
and Restrictions Regarding Benefit Plan Investors.  Each Limited
Partner that is a “benefit plan investor” (defined as any Plan and any entity
deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of
any Plan) represents that the individual signing the Subscription Agreement has
disclosed such Limited Partner’s status as a benefit plan investor in the
Subscription Agreement.  Each Limited Partner that is not a “benefit
plan investor” represents and agrees that if at a later date such Limited
Partner becomes a benefit plan investor, such Limited Partner will immediately
notify the General Partner of such change of status.  Notwithstanding
anything herein to the contrary, the General Partner, on behalf of the
Partnership, may take any and all action including, but not limited to, refusing
to admit persons as Limited Partners or refusing to accept additional Capital
Contributions, and requiring the withdrawal of any Limited Partner in accordance
with Section 8.7 hereof, as may be necessary or desirable to prevent the
Partnership from holding “plan assets” under ERISA or the Code with respect to
any Plan.

       

      ARTICLE
XVI

      MISCELLANEOUS

       

      16.1         Construction and Governing
Law.

       

      (a)          This
Agreement and the Certificate contain the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof, and supersede all
prior and contemporaneous agreements, understandings, arrangements, inducements,
or conditions, express or implied, oral or written, between or among any of the
parties hereto with respect to the subject matter hereof and
thereof.

       

      (b)          All
provisions of this Agreement and the Certificate, and all questions relating to
(i) the validity, interpretation, application, or enforcement of such provisions
(including provisions that limit or restrict duties, including fiduciary duties,
responsibilities, liabilities, obligations or actions), (ii) the duties,
responsibilities, liabilities, or obligations of the General Partner and/or the
Partnership to any one or more Partners under this Agreement or the Delaware
Act, (iii) the duties, responsibilities, liabilities, or obligations of any one
or more Partners to the General Partner and/or the Partnership under this
Agreement or the Delaware Act, (iv) the duties, responsibilities, liabilities,
or obligations of any one or more Limited Partners to any one or more other
Limited Partners under this Agreement or the Delaware Act, (v) the rights,
powers, or authority of, or limitations or restrictions on, the General Partner
and/or the Partnership under this Agreement or the Delaware Act, and/or (vi) the
rights, powers, authority, privileges, or preferences of, or limitations or
restrictions on, any one or more Partners under this Agreement or the Delaware
Act, shall be governed by and construed and administered in accordance with the
internal substantive laws of the State of Delaware without regard to principles
of conflict of laws (to the extent not preempted by ERISA or other applicable
laws).

       

      (c)          In
case any one or more of the provisions contained herein shall, for any reason,
be found or held invalid, illegal, or unenforceable in any respect in any
jurisdiction, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality, or unenforceability without invalidating
the remainder of such invalid, illegal, or unenforceable provision or provisions
or any other provisions of this Agreement in that or any other jurisdiction,
unless such a construction would be unreasonable.

       

      (d)          In
applying the provisions of Sections 16.1 (a)-(c):

       

      (i)        
  it is understood and agreed that this Agreement is executed and
delivered by the General Partner pursuant to the Delaware Act, and that the
parties intend that the provisions hereof be given full force and effect
pursuant to the principles set forth in Sections 17-1101 (b), (c), and (d) of
the Delaware Act.  Accordingly, to the extent this Agreement modifies
or nullifies any provision of the Delaware Act that would apply in the absence
of such modification or nullification, as permitted by the Delaware Act (any
such provision of the Delaware Act being referred to herein as a “default”
provision), such modification or nullification shall apply in preference to such
“default” provision);
  

      
        
           


        

        
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      (ii)          to
the extent there is a direct conflict between the provisions of this Agreement
and any provision of the Delaware Act that may not lawfully be modified or
nullified by agreement among the parties, such provision of the Delaware Act
shall control; and

       

      (iii)          if
the General Partner shall determine, with the advice of counsel, that any
provision of this Agreement is in conflict with applicable laws, rules,
regulations, or orders, whether generally or in a particular application, the
conflicting provision or such particular application thereof, as the case may
be, shall not be deemed to constitute a part of this Agreement for so long as
such conflict exists (provided, however, that such
determination shall not affect any of the remaining provisions of this Agreement
or any lawful application of any provision, or render invalid or improper any
action taken or omitted prior to such determination).

       

      (e)          In
construing the meaning or application of Securities Laws, the General Partner
may consider the effect of any applicable order or interpretative release issued
by the SEC, or any applicable “no action” or interpretative position issued by
the staff of the SEC, that modifies or interprets such securities
laws.

       

      (f)          If
any provision of this Agreement appears to the General Partner to be ambiguous
or inconsistent with any other provision hereof, the General Partner may
construe such provision in such manner as it reasonably may determine in good
faith, and such construction shall be conclusive and binding as to the meaning
to be given to such provision.

       

      (g)          In
each case where this Agreement contemplates that (i) a particular thing may not
be done or a particular action may not be taken without the approval, agreement,
vote, or consent of one or more Persons, (ii) a Person may make a particular
designation or determination, or (iii) a Person may otherwise do or refrain from
doing a particular thing or take or refrain from taking a particular action,
such Person or Persons shall be free to give or withhold any such approval,
agreement, vote, or consent, to make any such designation or determination, to
do or refrain from doing any such thing, or to take or refrain from taking any
such action, in its or their sole and absolute discretion, except where this
Agreement expressly requires otherwise or as otherwise required by
law.  Without limiting the generality of the foregoing, in any case
herein where it is provided that the General Partner shall or may take a
particular action, do a particular thing or make a particular determination, and
such case does not expressly provide for Limited Partner authorization or
approval of such action, thing, or determination, the General Partner shall
possess full power and authority to take such action, to do such thing or to
make such determination without obtaining any prior or subsequent authorization
or approval of any Limited Partner (and the General Partner may take such
action, do such thing, or make such determination in its sole discretion on such
terms and in such manner as it may deem appropriate, unless the context requires
otherwise), unless otherwise required by law.

       

      (h)         Each
reference in this Agreement to a particular statute or regulation, or provision
thereof, shall be deemed to refer to such statute or regulation, or provision
thereof, or to any superseding statute or regulation, or provision thereof, as
is from time to time in effect, as well as to applicable regulations
thereunder.

       

      (i)          References
to agreements or documents are to be construed to include all such agreements
and documents as amended, modified or supplemented from time to time pursuant to
the terms thereof.

       

      (j)          In
computing the number of days for purposes of this Agreement, all days shall be
counted, including Saturdays, Sundays, and holidays; provided, however, that if
the final day of any time period falls on a Saturday, Sunday, or holiday on
which national banks are or may elect to be closed in the United States, then
the final day shall be deemed to be the next day which is not a Saturday,
Sunday, or such holiday.

       

      (k)          Except
as otherwise stated in this Agreement, references in this Agreement to Articles
and Sections are to Articles and Sections of this Agreement.
 


      
        
           


        

        
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      (l)          The
headings to Articles and Sections are for convenience of reference only and
shall not form part of or affect the meaning or interpretation of this
Agreement.

       

      (m)        As
used herein, reference to the plural includes the singular and reference to the
singular includes the singular, as applicable.

       

      (n)         As
used in this Agreement, the word “including” shall mean “including without
limitation,” the word “or” is not exclusive and the words “herefrom,” “herein,”
“hereof,” “hereto,” and “hereunder” refer to this Agreement as a
whole.

       

      (o)         The
express provisions hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the provisions hereof.

       

      16.2         Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original as against any party whose signature appears thereon, and all of
which shall together constitute one and the same instrument.  This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.  Any writing that has been duly
executed by a Person in which such Person has agreed to be bound hereby as a
Limited Partner shall be considered a counterpart for purposes of the
foregoing.

       

      16.3         Binding
Effect.  This Agreement
shall be binding upon and shall inure to the benefit of the parties (and
Indemnitees as provided under Article XII) and their respective successors and
assigns.

       

      16.4         Offset.  Whenever the
Partnership is to pay any sum to any Partner, any amounts such Partner owes to
the Partnership may be deducted from that sum before payment.

       

      16.5         Remedies
for Breach; Effect of Waiver or Consent.  A waiver or
consent, express or implied, of or to any breach or default by any Person in the
performance by that Person of his duties, responsibilities, or obligations with
respect to the Partnership is not a consent to or waiver of any other breach or
default in the performance by that Person of the same or any other duties,
responsibilities, or obligations of that Person with respect to the
Partnership.  Failure on the part of a Person to complain of any act
of any other Person or to declare any other Person in default with respect to
the Partnership, irrespective of how long that failure continues, does not
constitute a waiver by that Person of its rights with respect to that default
until the applicable statute-of-limitations period has run.

       

      16.6         Further
Assurances.  In connection
with this Agreement and the transactions contemplated hereby, each Limited
Partner shall, promptly upon the request of the General Partner:  (i)
execute and deliver, or cause to be executed and delivered, such additional
instruments, certificates, and other documents; (ii) make, or cause to be made,
such additional filings, recordings, and publishings; (iii) provide, or cause to
be provided, such additional information; and (iv) do, or cause to be done, such
further acts and things, in each case as may reasonably be determined by the
General Partner to be necessary, appropriate, advisable, or convenient to carry
out the intent and purpose of this Agreement and as are not inconsistent with
the provisions hereof.  Without limiting the generality of the
foregoing, each Limited Partner shall, promptly upon the request of the General
Partner, execute and deliver or caused to be executed and delivered such
certificates, instruments, and other documents, and make or cause to be made
such filings, recordings, and publishings, as the General Partner reasonably
determines to be necessary, appropriate, advisable, or convenient to comply with
the requirements for the operation of the Partnership as a limited partnership
under the Delaware Act and the qualification of the Partnership to do business
in any jurisdiction in which the Partnership owns property or conducts
business.
  

      
        
           


        

        
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      IN WITNESS WHEREOF, the
undersigned have executed this Amended and Restated Limited Partnership
Agreement as of the date first above written.

          

          

      
      

      
      

      
        
          
            
              
                
                  
                    	
                            General
      Partner:

                          	
                            Limited
      Partners:

                          
	 
      	 
      
	
                            Steben
      & Company, Inc.

                          	
                            All
      Limited Partners now and hereafter admitted as limited partners of the
      Partnership pursuant to power of attorney now or hereafter executed in
      favor of and delivered to the General Partner.

                          
	 
      
	
                            By: /s/Kenneth
      E. Steben

                          
	
                            Name:
      Kenneth E. Steben

                          
	
                            Title:   President
      of the General Partner

                          	
                            Steben
      & Company, Inc.

                          
	 
      	 
      
	 
      	
                            By: /s/
      Kenneth E. Steben

                          
	 
      	
                            Name:
      Kenneth E. Steben

                          
	 
      	
                            Title:   President
      of the General
Partner

                          


                  

                

              

            

          

        

      

      


      

34