efc8-0471_emailex42.htm


    


     

     

    
      	
               
      

            	
              EXHIBIT 4.2

            


    

     

    


    


    AIS
FUTURES FUND IV L.P.

     

    FOURTH
AMENDED AND RESTATED

    LIMITED
PARTNERSHIP AGREEMENT

    


    


    Dated
as of  March 1, 2008

     

    _______________________

     

    THE
LIMITED PARTNERSHIP INTERESTS (“INTERESTS”) CREATED BY THIS LIMITED PARTNERSHIP
AGREEMENT ARE BEING ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE GENERAL PARTNER THAT SUCH REGISTRATION IS NOT REQUIRED AND
THAT SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION WILL HAVE NO ADVERSE TAX
CONSEQUENCES FOR THE PARTNERSHIP OR ANY OTHER PARTNER.  THE SALE OR
OTHER TRANSFER OF THESE INTERESTS IS ALSO SUBJECT TO CERTAIN OTHER RESTRICTIONS
SET FORTH IN THIS LIMITED PARTNERSHIP AGREEMENT, INCLUDING THE REQUIREMENT THAT
THE GENERAL PARTNER CONSENT TO SUCH SALE OR TRANSFER.

     

    _______________________

     

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
       

      AIS
FUTURES FUND IV L.P.

       

      FOURTH
AMENDED AND RESTATED

      LIMITED
PARTNERSHIP AGREEMENT

    

     

     

    TABLE OF
CONTENTS

     

    Page

     

     

    
      
        	
                1.

              	
                FORMATION
      AND NAME

              	
                A-3

              
	 	 	 
	
                2.

              	
                PRINCIPAL
      PLACE OF BUSINESS

              	
                A-3

              
	 	 	 
	
                3.

              	
                BUSINESS

              	
                A-4

              
	 	 	 
	
                4.

              	
                DISSOLUTION,
      FISCAL YEAR AND CERTAIN DEFINITIONS

              	
                A-4

              
	 	 	 
	
                5.

              	
                PRIVATE
      OFFERING OF LIMITED PARTNERSHIP INTERESTS;
      CAPITAL CONTRIBUTIONS

              	
                A-5

              
	 	 	 
	
                6.

              	
                ALLOCATION
      OF PROFITS AND LOSSES

              	
                A-5

              
	 	 	 
	
                7.

              	
                MANAGEMENT
      OF THE PARTNERSHIP

              	
                A-8

              
	 	 	 
	
                8.

              	
                REPORTS
      TO LIMITED PARTNERS

              	
                A-9

              
	 	 	 
	
                9.

              	
                ASSIGNABILITY
      OF INTERESTS ONLY WITH CONSENT; REDEMPTION OF INTERESTS; SUSPENSION OF
      TRADING IN CERTAIN EVENTS

              	
                A-9

              
	 	 	 
	
                10.

              	
                ADMISSION
      OF ADDITIONAL PARTNERS

              	
                A-10

              
	 	 	 
	
                11.

              	
                BENEFIT
      PLAN INVESTORS

              	
                A-10

              
	 	 	 
	
                12.

              	
                SPECIAL
      POWER OF ATTORNEY

              	
                A-11

              
	 	 	 
	
                13.

              	
                WITHDRAWAL
      OF A PARTNER

              	
                A-11

              
	 	 	 
	
                14.

              	
                NO
      PERSONAL LIABILITY FOR RETURN OF CAPITAL

              	
                A-11

              
	 	 	 
	
                15.

              	
                STANDARD
      OF LIABILITY; INDEMNIFICATION

              	
                A-12

              
	 	 	 
	
                16.

              	
                AMENDMENTS;
      MEETINGS

              	
                A-13

              
	 	 	 
	
                17.

              	
                GOVERNING
      LAW

              	
                A-14

              
	 	 	 
	
                18.

              	
                MISCELLANY

              	
                A-14

              
	 	 	 


      

    

    

 

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    AIS
FUTURES FUND IV L.P.

     

    FOURTH
AMENDED AND RESTATED

    LIMITED
PARTNERSHIP AGREEMENT

     

    This
Fourth Amended and Restated Limited Partnership Agreement (“Limited Partnership
Agreement”) made as of March 1, 2008, among AIS Futures Management LLC, a
Delaware limited liability company, as general partner (the “General Partner”),
and each other party who shall execute a counterpart of this Limited Partnership
Agreement as a limited partner or who becomes a party to this Agreement as a
limited partner by execution of a Subscription Agreement and Power of Attorney
or other instrument or otherwise and who is shown on the books and records of
the Partnership as a limited partner (individually, a “Limited Partner” and
collectively, “Limited Partners”) (the General Partner and Limited Partners are
collectively referred to herein as “Partners”);

     

    W I T N E
S S E T H:

     

    WHEREAS,
the parties hereto desire to form and continue a limited partnership for the
purpose of trading in commodity interests.

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Formation and
      Name.

            


    

     

    The
parties hereto do hereby continue a limited partnership under the Revised
Uniform Limited Partnership Act of the State of Delaware, as amended and in
effect on the date hereof (6 DEL. C.
§ 17-101, et seq.) (the
“Act”).  The existing Partners prior to the date hereof have consented
to the amendment and restatement of the Third Amended and Restated Limited
Partnership Agreement (“Prior Agreement”) dated June 1, 2007.  This
Fourth Amended and Restated Limited Partnership Agreement replaces the Prior
Agreement in its entirety.  The name of the limited partnership is AIS
Futures Fund IV L.P. (the “Partnership”).  The General Partner may
change the name of the Partnership, or cause the Partnership to transact
business under such other name as the General Partner may designate, upon notice
to the Limited Partners.  The General Partner shall execute and file a
Certificate of Limited Partnership in accordance with the provisions of the Act
and execute, file, record and publish, as appropriate, such amendments thereto,
assumed name certificates and other documents as are or become necessary or
advisable as determined by the General Partner.  Each Limited Partner
hereby agrees to furnish to the General Partner a power of attorney which may be
filed with the Certificate of Limited Partnership and any amendments thereto and
such additional information as is required from him to complete such documents
and to execute and cooperate in the filing, recording or publishing of such
documents, at the request of the General Partner.

     

    
      	
               
      

            	
              2.

            	
              Principal Place of
      Business.

            


    

     

    The
principal office of the Partnership shall be in care of the General Partner, 187
Danbury Road, P.O. Box 806, Wilton, Connecticut  06897, or such
other place as the General Partner may designate from time to time.

     

    The
address of the registered office of the Partnership in the State of Delaware is
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801, and the name and address
of the registered agent for service of process on the Partnership in the State
of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801.

     

    The
General Partner may change the registered office and registered agent of the
Partnership upon notice to the Limited Partners.

     

     

    
      
        
        

      

      
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              3.

            	
              Business.

            


    

     

    The
Partnership’s business and purpose is to trade, buy, sell or otherwise acquire,
hold or dispose of commodities, commodity futures and forward contracts, options
on any of the foregoing and any rights pertaining thereto and to engage in all
activities incident thereto.  The objective of the Partnership’s
business is appreciation of its assets through speculative
trading.  The Partnership may engage in such business directly or
through partnerships, joint ventures or similar arrangements.

     

    
      	
               
      

            	
              4.

            	
              Dissolution, Fiscal
      Year and Certain
Definitions.

            


    

     

    (a)  Term.  The
Partnership commenced on the day on which the Certificate of Limited Partnership
was filed in the appropriate office in the State of Delaware pursuant to the
provisions of the Act and shall continue for a period ending on the first to
occur of the following:

     

    (1)  December 31,
2026.

     

    (2)  A
decline in the Net Assets (defined below) of the Partnership as of the close of
business in New York, New York (as determined by the General Partner) to $50,000
or less.

     

    (3)  The
withdrawal (including withdrawal after suspension of trading), dissolution,
bankruptcy or removal of the General Partner as described in Paragraph 13
or 16 hereof (unless a new general partner has been substituted and the
Partnership is continued pursuant to Paragraph 10 or 16).

     

    (4)  Any
event which shall make unlawful the continued existence of the Partnership or
requiring termination of the Partnership.

     

    (b)  Dissolution.  Upon
the first to occur of the above events, the Partnership shall terminate and be
dissolved.  Dissolution, payment of creditors and distribution of the
Partnership’s assets shall be effected in accordance with the Act except that
the General Partner and each Limited Partner shall share in the assets of the
Partnership pro
rata in
accordance with their respective capital accounts, less any amount owing by such
Partner to the Partnership.

     

    (c)  Fiscal
Year.  The fiscal year of the Partnership shall begin on
January 1 of each year and end on the following
December 31.

     

    (d)  Certain
Definitions.  The Net Assets of the Partnership are its assets
less its liabilities, determined in such manner as the General Partner may deem
fair and reasonable and in a manner consistent with industry
standards.  The Net Assets attributable to the Series A Interests
(“Series A Assets”), Series B Interests, if any  (“Series B Assets”),
etc. are those assets identified in the Partnership’s books and records as being
for the account of the holders of Series A Interests, Series B Interests, etc.,
respectively.

     

    In
determining the Net Assets of a Series of Interests, the same method shall be
used as in determining the Net Assets of the Partnership, except as follows:
Only the Series A Assets (in the case of the Series A Net Asset Value) or the
Series B Assets, if any (in the case of the Series B Net Asset Value), etc.
shall be considered as assets of that Series in calculating the Net Asset Value
of the Series.  In addition, only the portion of the Partnership’s
liabilities that is attributable to the particular Series shall be considered as
liabilities of that Series.  Such allocation shall be made by the
General Partner, in consultation with the Partnership’s accountants, based on
the following guidelines:  (i) common expenses (namely, all direct
expenses, such as the brokerage commissions and administrative expenses) shall
be calculated at least monthly and apportioned among the Series A Assets, Series
B Assets, if any, etc., in the ratio that the Net Assets of each Series bears to
the Partnership’s Net Assets; and (ii) Management Fees and Profit Shares shall
be calculated and allocated separately on a monthly basis.

     

     

    
      
        
        

      

      
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              5.

            	
              Private Offering of
      Limited
      Partnership Interests; Capital Contributions.

            


    

     

    The
Partners’ contributions to the capital of the Partnership shall be as shown in
the books and records of the Partnership.

     

    Interests
in the Partnership, other than the general partnership interest of the General
Partner, shall be limited partnership interests (“Interests” or, individually,
an “Interest”).  Interests may be issued in any number of
Series.  Initially Series A and Series B Interests will be
issued.  Unless otherwise indicated, references herein to the
“Interests” shall refer to all series of Interests .

     

    After the
commencement of operations by the Partnership, the General Partner may on behalf
of the Partnership admit additional Limited Partners to the Partnership in
compliance with applicable law and may issue and sell Interests to them at not
less than the then Net Asset Value for the relevant Series of Interests;
provided that such proceeds may be less than said Net Asset Value per Interest
if the newly offered Interests’ participation in the Partnership’s profits and
losses is proportionately reduced.  Selling commissions and
organizational and offering charges may be paid from the proceeds of the sale of
Interests provided that the net proceeds to the Partnership are not less than
the current Net Asset Value for the relevant Series of
Interests.   The General Partner is authorized to take such
action and make such arrangements for the issue and sale of such Interests, if
any, as it deems appropriate.

     

    All
Interests subscribed for upon receipt of a check or draft of the subscriber are
issued subject to the collection of the funds represented by such check or
draft.  In the event a check or draft of a subscriber for an Interest
representing payment for an Interest is returned unpaid, the Partnership shall
cancel the Interest issued to such subscriber represented by such returned check
or draft.  Any losses or profits sustained by the Partnership in
connection with the Partnership’s commodity trading allocable to such canceled
Interest shall be deemed an increase or decrease in Net Assets and allocated
among the remaining Partners as described in Paragraph 6.  Each
subscriber agrees to reimburse the Partnership for any expense or loss
(including any trading loss) incurred in connection with the issuance and
cancellation of any such Interest issued to him.

     

    The
General Partner may decide not to accept any subscriptions for an Interest if
doing so would cause the Partnership to hold “plan assets” under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal
Revenue Code of 1986, as amended (the “Code”).  In the event the
General Partner makes such a decision, subscriptions which are otherwise
acceptable and which are pending at the same time will be reduced pro rata in proportion to the
amount of each pending subscription.  If a subscriber has its
subscription reduced as described above, such subscriber shall be entitled to
rescind its subscription in its entirety.

     

    
      	
               
      

            	
              6.

            	
              Allocation of Profits
      and Losses.

            


    

     

    (a)  Capital Accounts and Profit
Sharing Accounts.  A capital account shall be established for
each Partner.  The initial balance of each capital account shall be
the amount initially contributed to the Partnership with respect to the Interest
allocated to that account.  A Profit Sharing Account shall also be
established solely for bookkeeping purposes.

     

    (b)  Allocations; Valuation
Dates.  As of the close of business (as determined by the
General Partner) on the last day of each month and on each redemption date, the
following determinations and allocations shall be made with respect to each
Series of Interests:

     

    (1)  The
Net Assets (after all fees and other charges) of such Series shall be
determined.

     

    (2)  The
Profit Sharing Account will be credited with any accrued Profit
Share.  Any Profit Share for such taxable year that has been reversed
will decrease the Profit Sharing Account.

     

    (3)  The
amount of any distribution to a Partner of such Series, any amount paid to a
Partner of such Series upon redemption of an Interest of such Series and any
amount paid to the General Partner on withdrawal of its interest in the
Partnership shall be charged to the Partner’s capital account.

     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (4)  Any
remaining increase or decrease in the Net Assets of such Series as compared to
the last such determination of Net Assets of such Series shall be credited or
charged to the capital accounts of each Partner holding an Interest in such
Series in the ratio that the balance of each account bears to the balance of all
accounts of such Series.

     

    (5)  The
Net Asset Value of an Interest of such Series shall be determined.

     

    Upon
request, the General Partner will advise any Limited Partner of the current Net
Asset Value of an Interest for the relevant Series of Interests.

     

    (c)  Allocation of Profit and
Loss for Federal Income Tax Purposes.  As of the end of each
fiscal year, the Partnership’s profit or loss shall be allocated among the
Partners for federal income tax purposes pursuant to the following
subparagraphs.

     

    (1)  Items
of operating income, including, without limitation, interest shall be allocated
first to the General Partner to the extent of any credits to the Profit Sharing
Account (to the extent that there are also items of net realized capital gain to
be allocated in respect of the Profit Sharing Account as described below, the
allocations of operating income or capital gain shall be made on a pro rata
basis).  Any such items remaining after such priority allocation and
all items of operating expense, including, if applicable, legal, accounting and
administrative expenses and Management Fees shall be allocated to each Partner
by allocating such items which accrued during each month among the persons who
were Partners during such month in the ratio that each such Partner’s capital
account bears to all such Partners’ capital accounts at the end of such year;
provided that, if and to the extent that in determining the Net Asset Value of
each Series, any such items that were apportioned entirely to one Series or were
apportioned on a basis other than the relative Net Asset Values of the Series,
then such items shall first be apportioned among the Series on the same basis as
they were apportioned in determining the Net Asset Values of the respective
Series and shall then be further allocated among the Partners holding each
Series, based on their respective book capital accounts (exclusive of such
items) at the end of the month in which such items accrued.

     

    (2)  Net
realized capital gain or loss from the Partnership’s trading activities shall be
allocated separately with respect to each Series in the following
manner:

     

    (aa)  For
the purpose of allocating the Partnership’s net realized capital gain or loss
among the Partners, there shall be established a tax allocation account with
respect to each outstanding Partner.  The initial balance of each
allocation account shall be the amount paid to the Partnership by the
Partner.  Allocation accounts shall be adjusted as of the end of each
fiscal year as follows:

     

    (i)  Each
allocation account shall be increased by the amount of income allocated to the
holder of the Limited Partnership Interest with respect to the Limited
Partnership Interest pursuant to subparagraph (c)(1) above and subparagraph (cc)
below.

     

    (ii)  Each
allocation account shall be decreased by the amount of expense or loss allocated
to the holder of the Limited Partnership Interest with respect to the Limited
Partnership Interest pursuant to subparagraphs (c)(1) above and subparagraph
(ee) below and by the amount of any distribution the Partner has
received.

     

    (iii)  When
a Limited Partnership Interest is redeemed, the allocation account with respect
to such Limited Partnership Interest shall be eliminated.

     

    (bb)  Net
realized capital gain shall be allocated first to the General Partner in the
amount of the Profit Share allocated to the General Partner pursuant to
subparagraph (b)(3) above and next to each Partner who has withdrawn capital
during the fiscal year up to the excess, if any, of the amount received upon
withdrawal of capital over the allocation account attributable to the withdrawn
capital.  If the gain to be so allocated to all Partners who have
withdrawn capital during a fiscal year is less than the excess of all such
amounts received upon withdrawal over all such allocation accounts, the entire
capital gain for such 

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    fiscal
year shall be allocated among all such Partners in the ratio that each such
Partner’s excess bears to the aggregate excess of all such Partners who have
withdrawn capital during such fiscal year.

     

    (cc)  Net
realized capital gain remaining after the allocation thereof pursuant to
subparagraph (bb) shall be allocated next among all Partners whose capital
accounts are in excess of their tax allocation accounts (after the adjustments
in subparagraph (bb)) 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 subparagraph (cc) 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.

     

    (dd)  Net
realized capital loss shall be allocated first to each Partner who has withdrawn
capital during the fiscal year up to the excess, if any, of the allocation
account attributable to the withdrawn capital over the amount
received.  If the loss to be so allocated to all Partners who have
withdrawn capital during a fiscal year is less than the excess of all such
allocation accounts over all such amounts received upon withdrawal of capital,
the entire capital loss for such fiscal year shall be allocated among all such
Partners in the ratio that each such Partner’s excess bears to the aggregate
excess of all such Partners who have withdrawn capital during such fiscal
year.

     

    (ee)  Net
realized capital loss remaining after the allocation thereof pursuant to
subparagraph (dd) shall be allocated next among all Partners whose tax
allocation accounts (after the adjustments in subparagraph (dd)) 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 subparagraph (ee) 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.

     

    (ff)  In
the event that an Interest has been assigned with the consent of the General
Partner, the allocations prescribed by this Paragraph 6(c) shall be made with
respect to such Interest without regard to the assignment except that in the
year of assignment the allocations prescribed by Paragraph 6(c)(1) shall be
divided between the assignor and the assignee based on the number of whole
months each held the assigned Limited Partnership Interest.

     

    (gg)  The
allocations of profit and loss to the Partners in respect of the Interests shall
not exceed the allocations permitted under Subchapter K of the Internal Revenue
Code of 1986, as amended (the “Code”), as determined by the General Partner,
whose determination shall be binding.  The purpose of the foregoing
allocations is to allocate taxable income so as nearly as possible to have
Limited Partners’ tax basis accounts equal to their capital accounts as provided
by the Code, including without limitation a “Qualified Income
Offset.”

     

    (3)  For
the purposes of this Paragraph 6(c), net realized capital gain or loss shall
include any gain or loss required to be taken into account under Sections 988,
1221 and 1256 of the Code.

     

    (d)  Expenses.  Operating
expenses and all other liabilities of the Partnership shall be paid by the
Partnership and shall accrue to the capital accounts of the Partners as
incurred.

     

    (e)  Limited Liability of Limited
Partners.  An Interest, when purchased in accordance with this
Limited Partnership Agreement, shall, except as otherwise provided by law, be
fully paid and nonassessable.  Any provisions of this Limited
Partnership Agreement to the contrary notwithstanding, no Limited Partner shall
be liable for Partnership obligations in excess of the capital contributed by
him, plus his share of undistributed profits and assets (including his
obligation, as required by law, under certain circumstances to return to the
Partnership distributions and returns of contributions).

     

    (f)  Return of Limited Partners’
Capital Contributions.  Except to the extent that a Limited
Partner shall have the right to withdraw capital in accordance with the terms of
this Limited Partnership Agreement, no

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

     Limited
Partner shall have any right to demand the return of any capital contribution or
any profits added thereto, except upon termination and dissolution of the
Partnership.  In no event shall a Limited Partner be entitled to
demand or receive property other than cash.

     

    
      	
               
      

            	
              7.

            	
              Management of the
      Partnership.

            


    

     

    The
General Partner, to the exclusion of all Limited Partners, shall control,
conduct and manage the business of the Partnership.  The General
Partner shall have sole discretion in determining what distributions of profits
and income, if any, shall be made to the Partners, shall execute various
documents on behalf of the Partnership and the Partners and supervise the
liquidation of the Partnership if an event causing termination of the
Partnership occurs.

     

    The
General Partner may, in furtherance of the business of the Partnership, cause
the Partnership to buy, sell, hold, otherwise acquire or dispose of commodities,
commodity futures and commodity forward contracts, and options on the foregoing
traded on exchanges or otherwise.  The General Partner may engage and
compensate on behalf of the Partnership, from funds of the Partnership, and
enter into joint ventures or employment, independent contractor or other
agreements on such terms with, such persons, firms or corporations, including
the General Partner and any affiliate of the General Partner, as the General
Partner in its sole judgment shall deem advisable for the conduct and operation
of the business of the Partnership.

     

    AIS will
have complete discretion with respect to the Partnership’s trading decisions in
respect of the Partnership’s assets.  The General Partner is hereby
authorized on behalf of the Partnership: (i) to enter into customer agreements
with commodity brokers; (ii) to cause the Partnership to pay the brokerage
commissions at the rates provided for in the customer agreements; (iii) to cause
the Partnership to pay to the General Partner a monthly Management Fee (as
defined below); and (iv) to cause the Partnership to pay to the General Partner
a Profit Share (as defined below).  Such fees and expenses may be
increased by the General Partner upon notice to the Limited
Partners.

     

    Monthly
Management Fees shall equal 1/12 of 2% of Net Assets (a 2% annual
rate).  Profit Shares shall equal 20% of any New Trading Profits (as
defined below) in the Net Asset Value of each Interest as of each calendar
year-end.

     

    New
Trading Profit is the net profits, if any, from the Partnership’s commodity
trading through the end of the relevant period, after subtraction of brokerage
commissions (including the difference, positive or negative, in accrued
commissions on open positions between the end of such period and the end of the
previous period) and operating expenses.  Interest income is included
in New Trading Profit for purposes of calculating the Profit Share payable to
the General Partner.  Any trading losses from prior periods must be
recouped before New Trading Profit can again be generated.  New
Trading Profit includes open trade equity which may, in fact, never be
realized.  New Trading Profit is only recognized to the extent that
cumulative profits exceed the previous period-end high.  If any Profit
Shares are allocated to the General Partner, in respect to New Trading Profits
earned by a Limited Partner, and the Limited Partner thereafter incurs trading
losses, the General Partner will nevertheless retain the Profit Shares
previously allocated.

     

    The
General Partner may take such other actions on behalf of the Partnership as it
deems necessary or desirable to manage the business of the
Partnership.

     

    The
General Partner is hereby appointed “tax matters partner” of the Partnership,
and it is agreed and acknowledged that the General Partner may, in its
discretion, determine how to classify any item of income, loss, gain or
deduction of the Partnership and any Profit Share or other allocations made by
any advisory agreement or other business arrangement in which the Partnership
may invest, for federal income tax purposes.

     

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    The
General Partner is engaged and may engage in other business activities and shall
not be required to refrain from any other activity (whether in competition with
the Partnership or not) nor forego any profits from any such activity, whether
as general partner, commodity broker, introducing broker or trading advisor of
additional partnerships for investment in commodity futures contracts or
otherwise.  Limited Partners may similarly engage in any such other
business activities.

     

    No person
dealing with the General Partner shall be required to determine its authority to
make any undertaking on behalf of the Partnership, nor to determine any fact or
circumstance bearing upon the existence of the General Partner’s authority to
bind and act on behalf of the Partnership.

     

    
      	
               
      

            	
              8.

            	
              Reports to Limited
      Partners.

            


    

     

    The
General Partner will cause each Partner to receive: (i) within 90 days
after the close of each fiscal year, audited financial statements (including a
balance sheet and statement of income) of the Partnership for the fiscal year
then ended; (ii) within 90 days after the close of each fiscal year, such
tax information as is necessary for such Partner to complete his federal income
tax return; and (iii) such other information as the Commodity Futures Trading
Commission may by regulation require.

     

    
      	
               
      

            	
              9.

            	
              Assignability of
      Interests Only with Consent; Redemption of Interests; Suspension of
      Trading in Certain Events.

            


    

     

    The
Interests will be offered privately, and, accordingly, any resales may be made
only in compliance with the restrictions imposed by applicable securities
laws.  Each Limited Partner expressly agrees that he will not assign,
transfer or dispose of, by gift, pledge, hypothecation or otherwise, his
Interest or any part or all of his right, title or interest in the capital or
profits of the Partnership without giving written notice of the assignment,
transfer or disposition to the General Partner, and receiving the General
Partner’s consent thereto.  Such consent may be withheld in the
General Partner’s absolute discretion.

     

    A Limited
Partner may withdraw from the Partnership all or any part of his capital
contributions and undistributed profits, if any (such withdrawal being herein
referred to as a “redemption”), by requiring the Partnership to redeem any or
all of his Interest at the Net Asset Value of an Interest of the relevant
Series, calculated as of the close of business in New York, New York (as
determined by the General Partner) on the last day of any month occurring after
the receipt by the General Partner of written notice of redemption, provided,
that: (1) all liabilities, contingent or otherwise (including liabilities under
any advisory agreements, partnership agreements or other business contracts into
which the Partnership may enter) of the Partnership, except any liability to
Partners on account of their capital contributions, have been paid or there
remains property of the Partnership sufficient to pay them; and (2) the General
Partner shall have received at least ten days’ notice of redemption, or such
lesser period as shall be acceptable to the General Partner, in advance of the
requested effective date of redemption.  The General Partner may, in
its discretion, declare additional redemption dates upon notice to the Limited
Partners.  Upon redemption, a Partner shall receive from the
Partnership for each Interest redeemed an amount equal to the Net Asset Value of
an Interest of the relevant Series, less any amount owing by such Partner to the
Partnership pursuant to Paragraph 15 hereof.  If redemption is
requested by any Limited Partner, all amounts owed under Paragraph 15 by any
person who previously owned the Interest being redeemed (as well as by the
redeeming party) shall be deducted from the amount paid upon redemption of such
Interest.  No purported assignee of an Interest to which the General
Partner has not consented shall be entitled to redemption rights.

     

    Payment
in respect of an Interest redeemed will be made as promptly as practicable after
the effective date of redemption, except that under special circumstances,
including but not limited to the inability to liquidate commodity positions due
to the operation of daily limits or otherwise as of such redemption date or
default or delay in payments due the Partnership from commodity brokers, banks,
investee partnerships, dealers or other persons, the Partnership may in turn
delay payment to Partners requesting redemption of an Interest of the
proportionate part of the Net Asset Value of the Interest being redeemed
represented by the sums which are the subject of such
circumstances.

     

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    The
General Partner may, upon thirty days’ written notice, redeem all of any Limited
Partner’s Interest as of any month-end.  In addition, the General
Partner may require a Limited Partner to withdraw such Partner’s Interest if the
General Partner considers doing so to be desirable for the protection of the
Partnership.

     

    
      	
               
      

            	
              10.

            	
              Admission of
      Additional Partners.

            


    

     

    Additional
or substitute Limited Partners may be admitted to the Partnership as described
in Paragraph 5 and Paragraph 9.

     

    No
Limited Partner shall have any preemptive, preferential or other right with
respect to the issuance or sale of any additional Interests.

     

    Additional
or replacement general partners may be admitted to the Partnership pursuant to a
vote of Limited Partners as provided in Paragraph 16.  In
addition, the General Partner may at any time substitute or add any affiliate or
affiliates of the General Partner as the sole general partner or as an
additional general partner or general partners hereunder without the consent of
the Limited Partners, and upon the merger or consolidation of the General
Partner into, or the transfer by it of all or substantially all of its assets
to, another corporation, such corporation shall without the consent of the
Limited Partners become a substitute general partner hereunder.  Each
Limited Partner by becoming party to this Limited Partnership Agreement consents
to such substitution and addition of general partners hereunder.

     

    
      	
               
      

            	
              11.

            	
              Benefit Plan
      Investors.

            


    

     

    (a)           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 the Employee Retirement Income Security Act of 1974, as amended
(“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 entered into 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 Commodity Broker, any Selling Agent, 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 Interests 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 Commodity Broker, any Selling Agent and
any of their respective affiliates; and (iii) is qualified to make such
investment decision.  Each Limited Partner that is a Plan further
represents and warrants that: (i) the trustee of the Plan will hold the Plan’s
Interest in trust; (ii) the Plan Fiduciary consents to the payment of Management
Fees and Profit Shares to the General Partner and has determined that the
arrangement for services and the Management Fees and Profit Shares to be paid to
the General Partner are reasonable and the services to be performed by the
General Partner are appropriate and helpful to the Plan, all within the meaning
of Section 408(b)(2) of ERISA and Section 4975 of the Code; and (iii) the Plan
Fiduciary consents on behalf of the Plan and itself to and authorizes the
operation of the Partnership as described in the Partnership’s Offering
Memorandum and herein.

     

    (b)           Disclosures and Restrictions
Regarding Benefit Plan Investors.  Each Limited Partner that is
a “benefit plan investor” (defined as any Plan and any entity (“Plan Assets
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 and Power of Attorney on behalf of such Limited Partner has disclosed
such Limited 

     

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    Partner’s
status as a benefit plan investor by checking “yes” in the applicable question
in the Subscription Agreement and Power of Attorney.  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 in
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 redemption of the
Interest of any Limited Partner upon thirty (30) days’ notice to the Limited
Partner and otherwise in accordance with Paragraph 9 hereof, as may be necessary
or desirable to assure that at all times less than twenty-five percent (25%) of
the total value of each “class of equity interests in the Partnership” as
determined pursuant to United States Department of Labor Regulation Section
2510.3 101 and Section 3(42) of ERISA, is held by benefit plan investors (not
including the investments of the General Partner, any person who provides
investment advice for a fee (direct or indirect) with respect to the Partnership
and individuals and entities (other than benefit plan investors) that are
“affiliates,” as such term is defined in the applicable regulation promulgated
under ERISA, of any such person) or to otherwise prevent any portion or all of
the assets of the Partnership to be deemed “plan assets” under Section 3(42) of
ERISA.

     

    
      	
               
      

            	
              12.

            	
              Special Power of
      Attorney.

            


    

     

    Each
Limited Partner by his execution of this Limited Partnership Agreement does
hereby irrevocably constitute and appoint the General Partner and each of its
officers, with full power of substitution, as his true and lawful
attorney-in-fact, in his name, place and stead, to execute, acknowledge, swear
to (and deliver as may be appropriate) on his behalf and file and record in the
appropriate public offices and publish (as may in the reasonable judgment of the
General Partner be advisable or required by law) all instruments necessary or
desirable for the operation of the Partnership as contemplated
hereby.  The Power of Attorney granted herein shall be irrevocable and
deemed to be a power coupled with an interest and shall survive and shall not be
affected by the subsequent incapacity, disability or death of a Limited Partner.
In addition to the Power of Attorney granted hereby, each Limited Partner
agrees, upon the request of the General Partner, to execute a special Power of
Attorney to the foregoing effect, in form and substance satisfactory to the
General Partner, on a document separate from this Limited Partnership
Agreement.

     

    
      	
               
      

            	
              13.

            	
              Withdrawal of a
      Partner.

            


    

     

    The
Partnership shall terminate and be dissolved upon the dissolution or bankruptcy
of the General Partner.  In addition, the General Partner may
voluntarily withdraw from the Partnership at any time on 90 days’ written notice
to the Limited Partners in which event the Partnership shall terminate unless a
new general partner has been substituted pursuant to Paragraph 10 or
16.  The death, incompetency, withdrawal, insolvency or dissolution of
a Limited Partner shall not terminate or dissolve the Partnership, and such
Limited Partner, his estate, custodian or personal representative shall have no
right to withdraw or value such Limited Partner’s interest in the Partnership
except as provided in Paragraph 9 hereof.  Each Limited Partner
expressly waives any right or benefit under applicable law to receive any value
from the Partnership after his withdrawal (including death) except through
redemption of an Interest as provided herein, and, in the event of his death, he
waives on behalf of himself and his estate, and directs the legal representative
of his estate and any person interested therein to waive, the furnishing of any
inventory, accounting or appraisal of the assets of the Partnership and any
right to an audit or examination of the books of the Partnership.

     

    
      	
               
      

            	
              14.

            	
              No Personal Liability
      for Return of Capital.

            


    

     

    The
General Partner shall not be personally liable for the return or repayment of
all or any portion of the capital or profits of any Partner, it being expressly
agreed that any such return of capital or profits made pursuant to this Limited
Partnership Agreement shall be made solely from the assets (which shall not
include any right of contribution from the General Partner) of the
Partnership.

     

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              15.

            	
              Standard of Liability;
      Indemnification.

            


    

     

    (a)  Standard of Liability for
the General Partner.  The General Partner and its Affiliates,
as defined below, shall have no liability to the Partnership or to any Partner
for any loss suffered by the Partnership which arises out of any action or
inaction of the General Partner or its Affiliates if the General Partner or its
Affiliates, in good faith, determined that such course of conduct was in the
best interests of the Partnership and such course of conduct did not constitute
negligence or misconduct of the General Partner or its Affiliates.

     

    (b)  Indemnification of the
General Partner by the Partnership.  To the fullest extent
permitted by law, the General Partner and its Affiliates shall be indemnified by
the Partnership against any losses, judgments, liabilities, expenses and amounts
paid in settlement of any claims sustained by them in connection with the
Partnership, provided that the same were not the result of negligence or
misconduct on the part of the General Partner or its Affiliates.

     

    Notwithstanding
the above, the General Partner and its Affiliates and any person acting as a
Selling Agent for the Interests shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation of federal
or state securities laws unless: (1) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the particular indemnitee; (2) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular indemnitee; or (3) a court of competent jurisdiction
approves a settlement of the claims against a particular
indemnitee.

     

    In any
claim for indemnification for federal or state securities law violations, the
party seeking indemnification shall place before the court the position of the
Securities and Exchange Commission, the Massachusetts Securities Division and
any other applicable regulatory agencies with respect to the issue of
indemnification for securities law violations.

     

    The
Partnership shall not incur the cost of that portion of any insurance, other
than public liability insurance, which insures any party against any liability
the indemnification of which is herein prohibited.

     

    For the
purposes of this Paragraph 15, the term “Affiliates” shall mean any person
performing services on behalf of the Partnership
who:  (1) directly or indirectly controls, is controlled by, or
is under common control with the General Partner; or (2) owns or controls
10% or more of the outstanding voting securities of the General Partner; or (3)
is an officer, manager, member or trustee of the General Partner; or (4) if
the General Partner is an officer, director, partner, manager, member or
trustee, is any company for which the General Partner acts in any such
capacity.

     

    Advances
from Partnership funds to the General Partner and its Affiliates for legal
expenses and other costs incurred as a result of any legal action initiated
against the General Partner by a Limited Partner are prohibited.

     

    Advances
from Partnership funds to the General Partner and its Affiliates for legal
expenses and other costs incurred as a result of a legal action will be made
only if the following three conditions are satisfied:  (1) the
legal action relates to the performance of duties or services by the General
Partner or its Affiliates on behalf of the Partnership; (2) the legal
action is initiated by a third party who is not a Limited Partner; and
(3) the General Partner or its Affiliates undertake to repay the advanced
funds to the Partnership, with interest, in cases in which they would not be
entitled to indemnification under the second paragraph of this
Paragraph 15(b).

     

    In no
event shall any indemnity or exculpation provided for herein be more favorable
to the General Partner or any Affiliate than that permitted pursuant to
Regulation 950 CMR 13.305 of the State of Massachusetts, or any successor
regulation applicable to the offering of the Interest.

     

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

     

     

    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              16.

            	
              Amendments;
      Meetings.

            


    

     

    (a)  Amendments Only With the
Consent of the General Partner.  This Limited Partnership
Agreement may not be amended without the consent of the General
Partner.  If at any time during the term of the Partnership the
General Partner shall deem it necessary or desirable to amend this Limited
Partnership Agreement, the General Partner may proceed to do so, provided that
such amendment shall be effective only if embodied in an instrument approved by
the General Partner and by the holders of more than fifty percent (50%) in value
of the Interests then owned by the Limited Partners (other than the General
Partner or any of its principals or affiliates) or if approved (by similar vote)
by the General Partner and such Limited Partners and if made in accordance with
and to the extent permissible under the Act.  In addition, to the
extent that an amendment particularly affects a particular Series of Interests,
such amendment must be approved by the holders of more than fifty percent (50%)
of the value the Interests of such Series then owned by Limited Partners (other
than the General Partner or any of its principals or affiliates).  The
General Partner shall not be required to notify the Limited Partners prior to
taking any such action, but prompt notice of the taking of any such action
without a meeting shall be given to the Limited Partners who have not consented
to such action.  Any such supplemental or amendatory agreement shall
be adhered to and have the same effect from and after its effective date as if
the same had originally been embodied in and formed a part of this Limited
Partnership Agreement, provided, however, that no such supplemental or
amendatory agreement shall, without the consent of all Limited Partners, change
or alter this Paragraph 16 or extend the term of the Partnership or,
without the consent of the affected party, reduce the capital account of any
Partner or modify the percentage of profits, losses or distributions to which
any Partner is entitled hereunder.  No meeting procedure or specified
notice period is required, mere receipt of an adequate number of unrevoked
written consents being sufficient.  In addition, the General Partner
may require Limited Partners to respond in the negative to a proposed amendment
or be deemed to have consented thereto.

     

    (b)  Amendments and Actions
Without the Consent of the Limited Partners.  The General
Partner may amend this Limited Partnership Agreement without the consent of the
Limited Partners in order to:  (i) clarify any inaccuracy or
ambiguity or reconcile any inconsistency; (ii) add to the representations,
duties or obligations of the General Partner or surrender any right or power of
the General Partner for the benefit of the Limited Partners; (iii) delete
or add any provision from or to this Limited Partnership Agreement required to
be deleted or added by the Staff of the Securities and Exchange Commission or
any other federal agency or any State “Blue Sky” official or similar official or
in order to opt to be governed by any amendment or successor statute to the Act;
(iv) change the location of the principal place of business of the
Partnership; (v) change this Limited Partnership Agreement in any manner
that is appropriate or necessary to qualify or maintain the qualification of the
Partnership as a limited partnership or a partnership in which the Limited
Partners have limited liability under the laws of any state or that is
appropriate or necessary to ensure that the Partnership will not be treated as
an association taxable as a corporation for federal income tax purposes;
(vi) change this Limited Partnership Agreement in any manner that does not
adversely affect the Limited Partners in any material respect or that is
required or contemplated by other provisions of this Limited Partnership
Agreement or that is required by law; (vii) make any amendment that is
appropriate or necessary, in the opinion of the General Partner, to prevent the
Partnership or the General Partner or its managers or officers from in any
manner being subjected to the provisions of the Investment Company Act of 1940,
as amended, the Investment Advisers Act of 1940, as amended (to the extent any
such person is not already so subject); (viii) make any amendment that is
appropriate, in the opinion of the General Partner, 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; (ix) amend this Limited Partnership Agreement
so as to effect the allocations anticipated hereby to the maximum practicable
extent if such allocations are effectively altered by any change in the federal
tax law; or (x) make any other amendment similar to the
foregoing.

     

    (c)  Continuation.  In
the event of a withdrawal of the General Partner when there is no remaining
general partner, the Limited Partners may unanimously agree in writing to
continue the business of the Partnership and appoint one or more general
partners within 90 days of such withdrawal.  If they do not do so, a
majority in interest of the Limited Partners may within 90 days thereafter elect
to form a new partnership to continue the business of the Partnership, which new
partnership shall be identical to the Partnership, all the Limited Partners
agreeing to be bound by the decision of the majority in interest on such
matter.  The remaining general partner or general partners of the
Partnership may elect to continue the business of the Partnership upon the
death, retirement 

     

     

    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

     

    (including
the dissolution or admitted or court decreed insolvency), bankruptcy, removal or
insanity of a general partner.

     

    (d)  Meetings.  Upon
receipt of a written request, signed by Limited Partners owning at least 10% of
the value of Interests then owned by Limited Partners (other than the General
Partner or any of its principals or affiliates) that a meeting of the
Partnership be called to vote upon the possible removal of the General Partner,
the General Partner shall, by written notice to each Limited Partner mailed
within 15 days after such receipt, call a meeting of the
Partnership.  Such meeting shall be held at least 30 but not more than
60 days after the mailing of such notice, and such notice shall specify the date
of, a reasonable place and time for, and the purpose of such
meeting.  The General Partner may call a meeting of the Partnership at
any time, subject to the foregoing requirements relating to
notice.  The General Partner shall have full power and authority
concerning the manner of conducting any meeting of the Partnership or soliciting
consents in writing, including, without limitation, the determination of the
persons entitled to vote, the existence of a quorum, the conduct of voting, the
validity and effect of proxies and the determination of
controversies.

     

    
      	
               
      

            	
              17.

            	
              Governing
      Law.

            


    

     

    The
validity and construction of this Limited Partnership Agreement shall be
determined and governed by the laws of the State of Delaware.

     

    
      	
               
      

            	
              18.

            	
              Miscellany.

            


    

     

    (a)  Priority among Limited
Partners.  No Limited Partner shall be entitled to any priority
or preference over any other Limited Partner in regard to the affairs of the
Partnership, except to the extent that Limited Partners’ redemption rights, as
described in Paragraph 9, may be deemed to create any such
priority.

     

    (b)  Notices.  All
notices under this Limited Partnership Agreement to the General Partner or the
Partnership shall be in writing and shall be effective only upon actual delivery
to the General Partner.  Notices to Limited Partners shall be
effective if sent by first class mail, postage prepaid, addressed to the last
known address of the party to whom such notice is to be given, and shall be
effective upon the deposit of such notice in the United States
mails.

     

    (c)  Binding
Effect.  This Limited Partnership Agreement shall inure to and
be binding upon all of the parties and persons indemnified hereunder, their
successors and assigns, custodians, estates, heirs and personal
representatives.  For purposes of determining the rights of any
Partner hereunder, the Partnership and the General Partner may rely upon the
Partnership records as to who are Partners, and all Partners agree that their
rights shall be determined and that they shall be bound thereby.

     

    (d)  Captions.  Captions
in no way define, limit, extend or describe, nor should they be deemed relevant
to the interpretation of, the scope of this Limited Partnership Agreement nor
the effect of any of its provisions.

     

    (e)  Counterparts.  This
Limited Partnership Agreement may be executed in several counterparts (and by
power of attorney), and all counterparts so executed shall constitute one
Limited Partnership Agreement, binding on all the parties hereto,
notwithstanding that all of the parties are not signatories to the original or
same counterpart.

     

     

    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Limited Partnership
Agreement.

     

    
      	
              General
      Partner:

               

              AIS
      FUTURES MANAGEMENT LLC

               

               

              By: /s/John R.
      Hummel

              John
      R. Hummel

              President

            	 
      	
              Limited
      Partners:

               

              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.

               

              AIS
      FUTURES MANAGEMENT LLC

               

              By: /s/John R.
      Hummel

              John
      R. Hummel

              President

            


    

    


    


     

    


     

    
      A-15