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between and among one or more of the Series for all purposes and such assets, income,earnings, profits, or funds, or payments and proceeds with respect thereto, shall be assetsbelonging to that Series.     (iii) A particular Series shall be charged with the liabilities of that Series, and allexpenses, costs, charges and reserves attributable to any particular Series shall be borne bysuch Series. Any general liabilities, expenses, costs, charges or reserves of the Partnership(or any Series) that are not readily identifiable as chargeable to or bearable by anyparticular Series shall be allocated and charged by the General Partner between or among anyone or more of the Series in such manner as the General Partner in its sole discretion deemsfair and equitable. Each such allocation shall be conclusive and binding upon the LimitedPartners for all purposes. Without limitation of the foregoing provisions of this subsection,the debts, liabilities, obligations and expenses incurred, contracted for or otherwiseexisting with respect to a particular Series shall be enforceable against the assets of suchSeries only, and not against the assets of the Partnership generally or the assets belongingto any other Series. Notice of this contractual limitation on inter-Series liabilities is setforth in the Certificate of Limited Partnership and upon the giving of such notice in theCertificate of Limited Partnership, the statutory provisions of Section 17-218 of the Actrelating to limitations on inter-Series liabilities (and the statutory effect under Section17-218 setting forth such notice in the Certificate of Limited Partnership) shall becomeapplicable to the Partnership and each Series.     (c) *Creation of Accounts.*For the benefit of the Series A Limited Partners, the GeneralPartner shall establish and maintain a segregated account entitled “Superfund Green, L.P. SeriesA Account” (the “Series A Account”). For the benefit of the Series B Limited Partners, theGeneral Partner shall establish and maintain a segregated account entitled “Superfund Green,L.P. Series B Account” (the “Series B Account”). The General Partner hereby acknowledges that ithas deposited the sum of $1,000 in the Series A Account and that it has deposited the sum of$1,000 in the Series B Account. The sums held in the Series A Account shall be held for thebenefit of the Series A Limited Partners and the sums held in the Series B Account shall be heldfor the benefit of Series B Limited Partners and such accounts shall be segregated and separaterecords with respect thereto shall be kept for purposes of Section 17-218 of the Act. TheGeneral Partner shall hold, invest and disburse the funds held in the accounts at itsdiscretion.     (d) *Creation of Additional Accounts.*The General Partner is authorized to establish andmaintain one or more separate accounts for each Series (the “Additional Accounts”) with suchinstitutions as the General Partner shall select for the following purposes:     (i) to receive and deposit subscriptions for such Series; and     (ii) to pay Limited Partners for such Series for redemptions of all or a portion oftheir Units.     The General Partner acknowledges that the funds held in any such Additional Accounts of aSeries will be held for that Series only and that such Additional Accounts should be segregatedfrom other Additional Accounts and that separate records shall be maintained with respect toeach Additional Account.     (e) *Limited Liability of Limited Partners.*Each Unit, when purchased by a Limited Partnerin accordance with the terms of this Agreement, will be fully paid and nonassessable. No LimitedPartner will be liable for the Partnership’s obligations in excess of that Partner’s unredeemedcapital contribution, undistributed profits, if any, and any distributions and amounts receivedupon redemption of Units. The Partnership will not make a claim against a Limited Partner withrespect to amounts distributed to that Partner or amounts received by that Partner uponredemption of Units unless the Net Assets of the Partnership (which will not include any rightof contribution from the General Partner except to the extent previously made by it under thisAgreement) are insufficient to discharge the liabilities of the Partnership which have arisenbefore the payment of these amounts.     3. *Principal Office.*The address of the principal office of each Series shall be SuperfundCapital Management, Inc., Superfund Office Building, P.O. Box 1479, Grand Anse, St. George’s,Grenada, West Indies; telephone (473) 439-2418. The General Partner is located at the same address.Registered Agents Legal Services, LLC shall receive service of process on each Series of thePartnership in the State of Delaware at 1220 North Market Street, Suite 606, Wilmington, Delaware19801.     4. *Business.*Each Series’ business and purpose is to trade, buy, sell, swap or otherwiseacquire, hold or dispose of commodities (including, but not limited to, foreign currencies,mortgage-backed securities, money market instruments, financial instruments, and any othersecurities or items which are now, or may hereafter be, the subject of futures contract trading),domestic and foreign commodity futures contracts, commodity forward contracts, foreign exchangecommitments, options on physical commodities and on futures contracts, spot (cash) commodities andcurrencies, securities (such as United States Treasury securities) approved by the CommodityFutures Trading Commission (“CFTC”) for investment of customer funds and other securities on alimited basis, and any rights pertaining thereto and any options thereon, whether traded on anorganized exchange or otherwise, and to engage in all activities necessary, convenient orincidental thereto. Each Series may also engage in “hedge,” arbitrage and cash trading of any ofthe foregoing instruments. Each Series may engage in such business and purpose either directly orthrough joint ventures, entities or partnerships, provided that each Series’ participation in anyof the foregoing has no adverse economic or liability consequences for the Limited Partners, whichconsequences would not be present had each Series engaged in that same business or purposedirectly. The objective of
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each Series’ business is appreciation of its assets through speculative trading by the GeneralPartner and independent professional trading advisors (“Advisors”) selected from time to time bythe General Partner.     5. Term, Dissolution, Fiscal Year.     (a) *Term.*The term of Series A and Series B commenced on the day on which the Certificateof Limited Partnership was filed with the Secretary of State of the State of Delaware pursuantto the provisions of the Act and the term of any Series shall end upon the first to occur of thefollowing:     (1) December 31, 2050;     (2) receipt by the General Partner of an approval to dissolve such Series at aspecified time by Limited Partners owning Units representing more than fifty percent (50%)of the outstanding Units of such Series then owned by Limited Partners of such Series,notice of which is sent by certified mail return receipt requested to the General Partnernot less than 90 days prior to the effective date of such dissolution;     (3) withdrawal, insolvency or dissolution of the General Partner or any other eventthat causes the General Partner to cease to be the General Partner of such Series, unless(i) at the time of such event there is at least one remaining general partner of suchSeries who carries on the business of each Series (and each remaining general partner ofsuch Series is hereby authorized to carry on the business of general partner of suchSeries in such an event), or (ii) within 120 days after such event Limited Partners ofsuch Series holding a majority of Units of such Series agree in writing to continue thebusiness of such Series and to the appointment, effective as of the date of such event, ofone or more general partners of such Series;     (4) a decline in the aggregate Net Assets of such Series to less than $500,000 at anytime following commencement of trading in such Series;     (5) dissolution of such Series pursuant hereto; or     (6) any other event which shall make it unlawful for the existence of such Series tobe continued or require termination of such Series.     (b) *Dissolution.*Upon the occurrence of an event causing the dissolution of such Series,such Series shall be dissolved and its affairs wound up. Upon dissolution of a Series, theGeneral Partner, or another person approved by Limited Partners of a majority of the Units ofsuch Series, shall act as liquidator trustee.     (c) *Fiscal Year.*The fiscal year of each Series shall begin on January 1 of each year andend on the following December 31.     (d) *Net Asset Value; Net Asset Value per Unit.*The “Net Assets” of each Series are suchSeries’ assets less such Series’ liabilities determined in accordance with accounting principlesgenerally accepted in the United States. If a contract cannot be liquidated on the day withrespect to which Net Assets are being determined, the settlement price on the first subsequentday on which the contract can be liquidated shall be the basis for determining the liquidatingvalue of such contract for such day, or such other value as the General Partner may deem fairand reasonable. The liquidating value of a commodity futures or option contract not traded on acommodity exchange shall mean its liquidating value as determined by the General Partner on abasis consistently applied for each different variety of contract. Accrued Performance Fees (asdescribed in the Prospectus defined in Section 9 hereof) shall reduce Net Asset Value, eventhough such Performance Fees may never, in fact, be paid. The “Net Asset Value per Unit” of aSeries is the Net Assets of such Series divided by the number of Units outstanding within suchSeries as of the date of determination. Each Series may issue an unlimited number of Units atthe Net Asset Value per Unit.     6. *Net Worth of the General Partner.*The General Partner agrees that at all times so long asit remains general partner of a Series, it will maintain its net worth at an amount not less than5% of the total contributions to the Partnership by all Partners and to any other limitedpartnership for which it acts as a general partner by all partners; provided, however, that in noevent may the General Partner’s net worth be less than $50,000 nor will it be required to be morethan $1,000,000. The requirements of the preceding sentence may be modified if the General Partnerobtains an opinion of counsel for each Series that a proposed modification will not adverselyaffect the treatment of such Series as a partnership for federal income tax purposes and if suchmodification will reflect or exceed applicable state securities and Blue Sky laws limitations andqualify under any guidelines or statements of policy promulgated by any body or agency constitutedby the various state securities administrators having jurisdiction in the premises.     7. *Capital Contributions; Units.*The Limited Partners’ respective capital contributions toeach Series shall be as shown on the books and records of the applicable Series. The GeneralPartner, so long as it is general partner of a Series and so long as it is required to characterizesuch Series as a partnership for federal income tax purposes, shall invest in such Series,sufficient capital so that the General
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Partner will have at all times a capital account equal to at least 1% of the total capitalaccounts of such Series (including the General Partner’s). The General Partner may withdraw anyinterest it may have in such Series in excess of such requirement, and may redeem as of anymonth-end any interest which it may acquire on the same terms as any Limited Partner of suchSeries, provided that it must maintain the minimum interest in such Series described in thepreceding sentence. The requirements of this Section 7 may be modified if the General Partnerobtains an opinion of counsel for such Series that a proposed modification will not adverselyaffect the classification of such Series as a partnership for federal income tax purposes and ifsuch modification will reflect or exceed applicable state securities and Blue Sky laws limitationsand qualify under any guidelines or statements of policy promulgated by any body or agencyconstituted by the various state securities administrators having jurisdiction in the premises. TheGeneral Partner may, without the consent of any Limited Partners of a Series, admit to such Seriespurchasers of Units as Limited Partners of each Series. All Units subscribed for in a Series uponreceipt of a check or draft of the Limited Partner are issued subject to the collection of thefunds represented by such check or draft. In the event a check or draft of a Limited Partner forUnits representing payment for Units in a Series is returned unpaid, such Series shall cancel theUnits issued to such Limited Partner represented by such returned check or draft. Any losses orprofits sustained by a Series in connection with such Series’ commodity trading allocable to suchcancelled Units of such Series shall be deemed an increase or decrease in Net Assets of such Seriesand allocated among the remaining Limited Partners within such Series as described in Section 8.Each Series may require a Limited Partner to reimburse such Series for any expense or loss(including any trading loss) incurred in connection with the issuance and cancellation of any Unitsissued to him or her. Any Units acquired by the General Partner or any of its affiliates will benon-voting, and will not be considered “outstanding” for purposes of determining whether themajority approval of the outstanding Units of a Series has been obtained. Each Limited Partner of aUnit in a Series shall be deemed a beneficial owner of such Series within the meaning of the Act.The General Partner and each person selling Units on behalf of the Partnership may not complete asale of the Units to prospective investors until at least five (5) business days after the date theprospective investor receives a final prospectus.     8. *Allocation of Profits and Losses.*     (a) *Capital Accounts and Allocations.*A capital account will be established for eachPartner. The initial balance of each Partner’s capital account will be the amount of a Partner’sinitial capital contribution to a Series less, in the case of a Limited Partner, the amount ofoffering expenses and selling commissions initially allocable to the Limited Partner’s Units, ifany. As of the close of business (as determined by the General Partner) on the last day of eachcalendar month (“Determination Date”) during each fiscal year of a Series, the followingdeterminations and allocations will be made subsequently with respect to each Series:     (i) Net Assets will be determined.     (ii) Accrued monthly management, ongoing offering, operating fees and sellingcommissions will then be charged against Net Assets; provided that in respect of Net Assetsattributable to Units which are not subject to selling commissions because (a) such Unitswere sold by Superfund USA, Inc., or an affiliated broker, to Limited Partners whoseinvestment in the Partnership was recommended by a registered investment adviser with whichsuch Limited Partner maintains an asset-based or fee-based advisory relationship (b) suchUnits were sold on or after February 28, 2005 and have been charged and have paid sellingcommissions of 10% of such Unit’s initial offering price, or (c) such units were sold bySuperfund USA, Inc., or an affiliated broker, to commodity pools operated by commodity pooloperators registered as such with the NFA, the selling commissions charged as of the end ofeach month shall not be paid out to any selling agent but shall instead be credited to asuspense account (the “Suspense Account”) which shall be used solely as a means ofefficiently accounting for the inapplicability of selling commissions to such LimitedPartners while maintaining a uniform Net Asset Value per Unit.     (iii) Accrued monthly performance fees, if any, will then be charged against Net Assets,and the amounts credited to the Suspense Account as provided above as of the end of any monthshall be charged the performance fee if there is an accrued performance fee in respect of theNet Assets as of the month-end that such amounts are so credited.     (iv) Any increase or decrease in Net Assets (after the adjustments in subparagraphs (ii)and (iii) above and excluding the amount credited in the Suspense Account), over those of theimmediately preceding Determination Date (or, in the case of the first Determination Date,the first closing of the sale of Units to the public), will then be credited or charged tothe capital account of each Partner in the ratio that the balance of each account bears tothe balance of all accounts.     (v) Any accrued interest will be credited to the capital account of each Partner on apro rata basis.     (vi) The remainder of the Suspense Account (after reduction by the performance fee, ifany) shall then be reinvested in Units as of such month-end, at Net Asset Value, for thebenefit of the appropriate Limited Partners.     (vii) The amount of any distribution to a Partner, any amount paid to a Partner onredemption of Units and any redemption fee paid to the General Partner upon the redemption ofUnits will be charged to that Partner’s capital account.
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     (b) *Allocation of Profit and Loss for Federal Income Tax Purposes.*As of the end of eachfiscal year of a Series, the Partnership’s realized profit or loss attributable to that Serieswill be allocated among the Partners under the following subparagraphs for federal income taxpurposes. These allocations of profit and loss will be pro rata from net capital gain or lossand net operating income or loss realized by such Series. For United States federal income taxpurposes, a distinction will be made between net short-term gain or loss and net long-term gainor loss.     (i) Items of ordinary income (such as interest or credits in lieu of interest) andexpense (such as the management fees, performance fees, brokerage fees and extraordinaryexpenses) will be allocated pro rata among the Partners based on their capital accounts(exclusive of these items of ordinary income or expense) as of the end of each month in whichthe items of ordinary income or expense accrued.     (ii) Net realized capital gain or loss from the Series’ trading activities will beallocated as follows:     (A) For the purpose of allocating the Series’ net realized capital gain or loss amongthe Partners, the General Partner will establish an allocation account with respect toeach outstanding Unit. The initial balance of each allocation account will be the amountpaid by the Partner for the Unit. Amounts reinvested in Units from the Suspense Account,as described in Section 8(a) above, shall not increase the aggregate tax basis of theaffected Limited Partners in their Units; rather the Units acquired upon reinvestment willhave an initial tax basis of $0. Allocation accounts will be adjusted as of the end ofeach fiscal year and as of the date a Partner completely redeems his Units as follows:     (1) Each allocation account will be increased by the amount of income allocatedto the holder of the Unit under subparagraph (b)(i) above and subparagraph (b)(ii)(C)below.     (2) Each allocation account will be decreased by the amount of expense or lossallocated to the holder of the Unit under subparagraph (b)(i) above and subparagraph(b)(ii)(E) below and by the amount of any distribution the holder of the Unit hasreceived with respect to the Unit (other than on redemption of the Unit).     (3) When a Unit is redeemed, the allocation account with respect to that Unitwill be eliminated.     (B) Net realized capital gain will be allocated first to each Partner who haspartially redeemed his Units during the fiscal year up to the excess, if any, of theamount received upon redemption of the Units over the allocation account attributable tothe redeemed Units.     (C) Net realized capital gain remaining after the allocation of that capital gainunder subparagraph (b)(ii)(B) above will be allocated next among all Partners whosecapital accounts are in excess of their Units’ allocation accounts (after the adjustmentsin subparagraph (b)(ii)(B) above) in the ratio that each such Partner’s excess bears toall such Partners’ excesses. If gain to be allocated under this subparagraph (b)(ii)(C) isgreater than the excess of all such Partners’ capital accounts over all such allocationaccounts, the excess will be allocated among all Partners in the ratio that each Partner’scapital account bears to all Partners’ capital accounts.     (D) Net realized capital loss will be allocated first to each Partner who haspartially redeemed his Units during the fiscal year up to the excess, if any, of theallocation account attributable to the redeemed Units over the amount received uponredemption of the Units.     (E) Net realized capital loss remaining after the allocation of such capital lossunder subparagraph (b)(ii)(D) above will be allocated next among all Partners whose Units’allocation accounts are in excess of their capital accounts (after the adjustments insubparagraph (b)(ii)(D) above) in the ratio that each such Partner’s excess bears to allsuch Partners’ excesses. If loss to be allocated under this subparagraph (b)(ii)(E) isgreater than the excess of all of these allocation accounts over all such Partners’capital accounts, the excess loss will be allocated among all Partners in the ratio thateach Partner’s capital account bears to all Partners’ capital accounts.     (iii) The tax allocations prescribed by this Section 8(b) will be made to each holder ofa Unit whether or not the holder is a substituted Limited Partner. If a Unit has beentransferred or assigned, the allocations prescribed by this Section 8(b) will be made withrespect to such Unit without regard to the transfer or assignment, except that in the year oftransfer or assignment the allocations prescribed by this Section 8(b) will be dividedbetween the transferor or assignor and the transferee or assignee based on the number ofmonths each held the transferred or assigned Unit. For purposes of this Section 8(b), taxallocations will be made to the General Partner’s Units of General Partnership Interest in aSeries on a Unit-equivalent basis.     (iv) The allocation of profit and loss for federal income tax purposes set forth in thisAgreement is intended to allocate taxable profits and losses among Partners in a Seriesgenerally in the ratio and to the extent that net profit and net loss are allocated to thePartners under Section 8(a) of this Agreement so as to eliminate, to the extent possible, anydisparity between a
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Partner’s capital account and his allocation account with respect to each Unit thenoutstanding, consistent with the principles set forth in Section 704(c)(2) of the InternalRevenue Code of 1986, as amended (the “Code”).     (c) *Performance Fees.*Performance Fees shall be payable by a Series to the General Partneras of the end of each month and upon redemption of Units within such Series. Performance Feesshall equal a percentage, as specified in the current prospectus in respect of the Units of aSeries of New Appreciation (if any) calculated as of the end of each month and upon redemptionof Units within such Series. “New Appreciation” shall be the total increase, if any, in NetAsset Value of a series from the end of the last period for which a performance fee was earnedby the Managing Partner, net of all fees and expenses paid or accrued by such Series other thanthe Performance Fee itself and after subtraction of all interest income received by such Series.Performance Fees shall be paid by each Series as a whole, irrespective of whether the Net AssetValue of such Series has declined below the purchase price of a Unit of such Series. AccruedPerformance Fees payable by a Series shall reduce the redemption price of Units of such Seriesand shall be paid to the General Partner by such Series upon redemptions within such Series. Theamount (if any) of the accrued Performance Fee that shall be paid to the General Partner uponthe redemption of any Unit within a Series shall be determined by dividing the total PerformanceFee as of such redemption date payable by such Series by the number of Units within such Seriesthen outstanding (including Units within such Series redeemed as of such date); the remainder ofthe accrued Performance Fee payable by such Series shall be paid to the General Partner on thelast day of each month. In the event assets are withdrawn from a Limited Partner’s account or aSeries as a whole (other than to pay expenses), any loss carry forward shall be proportionallyreduced for purposes of calculating subsequent Performance Fees. Loss carry forward reductionsshall not be restored as a result of subsequent additions of capital. The General Partner mayadjust the payments set forth in this Section 8(c), in the General Partner’s discretion, if theGeneral Partner believes that doing so will achieve more equitable payments or payments moreconsistent with the Code.     (d) *Expenses.*     (1) The General Partner shall advance the ongoing offering expenses of the initial andcontinuous offerings of the Units of each Series, and no such expenses shall be deducted fromthe proceeds of the offering. The General Partner shall be reimbursed such amounts advancedon behalf of a Series by such Series via payments equal to 1/12 of 1%per month (1% per annum) of such Series’ month-end Net Asset Value, not to exceed the amountof actual expenses incurred. The General Partner shall have discretion to adopt reasonableprocedures to implement the authorization of such expenses, including grouping expensesrelated to the same offering period and expensing de minimus amounts as they are incurred. Inthe event a Series terminates prior to completion of its reimbursement of advanced expenses,the General Partner will not be entitled to receive additional reimbursement from such Seriesand such Series will have no obligation to make further reimbursement payments to the GeneralPartner. For purposes of this Agreement, ongoing offering expenses shall mean all costs paidor incurred by the General Partner or a Series in organizing such Series and offering theUnits of such Series, including legal and accounting fees incurred, bank account charges, allBlue Sky filing fees, filing fees payable upon formation and activation of such Series, andexpenses of preparing, printing and distributing the prospectus and registration statement,but in no event shall exceed limits set forth in Section 9 herein or guidelines imposed byappropriate regulatory bodies.     (2) Each Series shall be obligated to pay all liabilities incurred by such Series,including without limitation, (i) brokerage fees (up to 5% (Series A) and 7% (Series B)annually of the average annual net assets of the Series); (ii) operating expenses (whetherdirect or indirect) in an amount equal to 1/12 of 0.15% of such Series’month-end Net Asset Value (0.15% per annum), not to exceed the amount of actual expensesincurred, management fees equal to 1/12 of 1.85% of such Series’month-end Net Asset Value (1.85% per annum), and performance fees; (iii) subject to a maximumcumulative selling commission of 10% of the gross offering proceeds of a Unit, monthlyselling commissions of 1/12 of 4% (4% per annum), provided, however,that the selling commission expense charged against a Series in respect of (a) Units sold bySuperfund USA, Inc., or an affiliated broker, attributable to Limited Partners whoseinvestments in the Partnership were recommended by registered investment advisers with whomsuch persons maintain asset-based fee or fixed fee investment advisory relationships (b)Units sold by Superfund USA, Inc., or an affiliated broker, to investors who are commoditypools operated by commodity pool operators registered as such with the NFA; and (c) LimitedPartners’ Units purchased on or after February 28, 2005, which Units have been charged andhave paid selling commissions of 10% of the initial offering price of such Units, shall bereversed in respect of such Limited Partners as described above in Section 8(a); (iv) legaland accounting fees; and (v) taxes and other extraordinary expenses incurred by such Series.During any year of operations, the General Partner shall be responsible for payment ofoperating expenses of a Series in excess of 0.15% of such Series’ month-end Net Asset Valueduring that year. Indirect expenses of the General Partner, such as indirect salaries, rentand other overhead expenses shall not be liabilities of a Series. Each Series shall receiveall interest earned on its assets.     (3) Compensation to any party, including the General Partner (or any Advisor which maybe retained in the future), shall not exceed the limitations, if any, imposed by the NorthAmerican Securities Administrators Association (“NASAA”) currently in effect. In the eventthe compensation exceeds such limitations, the General Partner shall promptly reimburse eachSeries for such excess.
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     (4) Each Series shall also be obligated to pay any costs of indemnification payable bysuch Series to the extent permitted under Section 17 of this Agreement.     (e) *Limited Liability of Limited Partners.*Each Unit, when purchased in accordance withthis Agreement, shall, except as otherwise provided by law, be fully paid and nonassessable. Anyprovisions of this Agreement to the contrary notwithstanding, except as otherwise provided bylaw, no Limited Partner of a Series shall be liable for such Series’ obligations in excess ofthe capital contributed by such Limited Partner, plus his share of undistributed profits andassets of such Series. Each Limited Partner will be entitled to the same limitation of personalliability extended to stockholders of private corporations for profit, except as otherwiseprovided by the Act.     (f) *Return of Capital Contributions.*No Limited Partner or subsequent assignee shall haveany right to demand the return of his capital contribution or any profits added thereto, exceptthrough redeeming Units or upon dissolution of each Series, in each case as provided herein andin accordance with the Act. In no event shall a Limited Partner or subsequent assignee beentitled to demand or receive property other than cash.     9. *Management of each Series and the Limited Partnership.*The General Partner, to theexclusion of all Limited Partners, shall have the power to control, conduct and manage the businessof each Series and the Partnership. The General Partner shall have full power and authority to doany and all acts and to make and execute any and all contracts and instruments that it may considernecessary or appropriate in connection with the management of the Partnership. The General Partnershall have sole discretion in determining what distributions of profits and income, if any, shallbe made to the Limited Partners of any Series (subject to the allocation provisions hereof), shallexecute various documents on behalf of each Series and the Limited Partners pursuant to powers ofattorney and supervise the liquidation of each Series if an event causing dissolution of suchSeries occurs. The General Partner may in furtherance of the business of each Series cause suchSeries to retain Advisors, including, but not limited to, the General Partner, to act infurtherance of such Series’ purposes set forth in Section 4, all as described in the Prospectusrelating to the offering of the Units of such Series (the “Prospectus”) in effect as of the timethat such Limited Partner last purchased Units. The General Partner may engage, and compensate onbehalf of a Series from funds of such Series, or agree to share profits and losses with, suchpersons, firms or corporations, including (except as described in Section 8(d) of this Agreement)the General Partner and any affiliated person or entity, as the General Partner in its solejudgment shall deem advisable for the conduct and operation of the business of such Series,provided, that no such arrangement shall allow brokerage commissions paid by a Series in excess ofthe amount described in the Prospectus or as permitted under applicable North American SecuritiesAdministrators Association, Inc. Guidelines for the Registration of Commodity Pool Programs(“NASAAGuidelines”) in effect as of the date of the Prospectus, whichever is higher (the “CapAmount”). The General Partner shall reimburse each Series, on an annual basis, to the extent thatsuch Series’ brokerage commissions paid to the General Partner and the Performance Fee, asdescribed in the Prospectus, exceed the Cap Amount. The General Partner is hereby specificallyauthorized to enter into, on behalf of each Series, the initial subscription escrow agreements, anyadvisory agreements and selling agreements as may be described in the Prospectus. The GeneralPartner shall not enter into an advisory agreement with any trading advisor that does not satisfythe relevant experience (i.e., ordinarily a minimum of three years) requirements under the NASAAGuidelines. Each Series’ brokerage commissions may not be increased without prior written notice toLimited Partners within such Series within sufficient time for the exercise of their redemptionrights prior to such increase becoming effective. Such notification shall contain a description ofsuch Limited Partner’s voting and redemption rights and a description of any material effect ofsuch increase. In addition to any specific contract or agreements described herein, the GeneralPartner on behalf of each Series may enter into any other contracts or agreements specificallydescribed in or contemplated by the Prospectus without any further act, approval or vote of theLimited Partners of such Series notwithstanding any other provisions of this Agreement, the Act orany applicable law, rule or regulations. The General Partner shall be under a fiduciary duty toconduct the affairs of each Series in the best interests of such Series. The Limited Partners of aSeries will under no circumstances be deemed to have contracted away the fiduciary obligations owedthem by the General Partner. The General Partner’s fiduciary duty includes, among other things, thesafekeeping of all Series funds and assets and the use thereof for the benefit of such Series. TheGeneral Partner shall at all times act with integrity and good faith and exercise due diligence inall activities relating to the conduct of the business of each Series and in resolving conflicts ofinterest. Each Series’ brokerage arrangements shall be non-exclusive, and the brokerage commissionspaid by each Series shall be competitive. Each Series shall seek the best price and servicesavailable for its commodity transactions. The General Partner is hereby authorized to perform allother duties imposed by Sections 6221 through 6234 of the Code on the General Partner as the “taxmatters partner” of each Series and the Partnership.      Each Series shall make no loans to any party,and the funds of each Series will not be commingled with the funds of any other person or entity orother Series (deposit of funds with a clearing broker, clearinghouse or forward dealer or enteringinto joint ventures or partnerships shall not be deemed to constitute “commingling” for thesepurposes). Except in respect of the Performance Fee, no person or entity may receive, directly orindirectly, any advisory, management or performance fees, or any profit-sharing allocation fromjoint ventures, partnerships or similar arrangements in which a Series participates, for investmentadvice or management, who shares or participates in any clearing brokerage commissions; no brokermay pay, directly or indirectly, rebates or giveups to any trading manager or Advisor or to theGeneral Partner or any of their respective affiliates in respect of sales of the Units within suchSeries; and such prohibitions may not be circumvented by any reciprocal business arrangements. Theforegoing prohibition shall not prevent each Series from executing, at the direction of anyAdvisor, transactions with any futures commission merchant, broker or dealer. The maximum periodcovered by any contract entered into by each Series, except for the various provisions of theSelling Agreement which survive each closing of the sales of the Units of such Series, shall notexceed one year. Any material change in a Series’ basic investment policies or structure shall
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require the approval of all Limited Partners of such Series then owned by the LimitedPartners. Any agreements between a Series and the General Partner or any affiliate of the GeneralPartner (as well as any agreements between the General Partner or any affiliate of the GeneralPartner and any Advisor) shall be terminable without penalty by such Series upon no more than 60days’ written notice. All sales of Units in the United States will be conducted by registeredbrokers. Each Series is prohibited from employing the trading technique commonly known as“pyramiding” as such term is defined in Section I.B. of the NASAA Guidelines. A trading manager orAdvisor of each Series taking into account each Series’ open trade equity on existing positions indetermining generally whether to acquire additional commodity positions on behalf of each Serieswill not be considered to be engaging in “pyramiding.” The General Partner may take such otheractions on behalf of each Series as the General Partner deems necessary or desirable to manage thebusiness of such Series. The General Partner is engaged, and may in the future engage, in otherbusiness activities and shall not be required to refrain from any other activity nor forego anyprofits from any such activity, whether or not in competition with each Series. Limited Partnersmay similarly engage in any such other business activities. The General Partner shall devote toeach Series such time as the General Partner may deem advisable to conduct such Series’ businessand affairs.     10. *Audits and Reports to Limited Partners.*Each Series’ books shall be audited annually by anindependent certified public accountant. The General Partner will use its best efforts to causeeach Limited Partner of a Series to receive (i) within 90 days after the close of each fiscal year,certified financial statements of such Series for the fiscal year then ended, (ii) within 90 daysof the end of each fiscal year (but in no event later than March 15 of each year), such taxinformation as is necessary for a Limited Partner to complete his federal income tax return, (iii)any applicable Form 1099 or other documentation evidencing payment of interest income to eachLimited Partner, and (iv) such other annual and monthly information as the CFTC may by regulationrequire. The General Partner of a Series shall notify its Limited Partners within seven businessdays of any material change (i) in the agreements with such Series’ Advisors, including anymodification in the method of calculating the Performance Fee and (ii) in the compensation of anyparty relating to such Series. Limited Partners of a Series or their duly authorizedrepresentatives may inspect such Series’ books and records during normal business hours uponreasonable written notice to the General Partner and obtain copies of such records (including bypost upon payment of reasonable mailing costs), upon payment of reasonable reproduction costs;provided, however, upon request by the General Partner, the Limited Partner shall represent thatthe inspection and/or copies of such records will not be for commercial purposes unrelated to suchLimited Partner’s interest as a beneficial owner of such Series. The General Partner shall have theright to keep confidential from the Limited Partners of a Series, for such period of time as theGeneral Partner deems reasonable, any information that the General Partner reasonably believes thatsuch Series is required by law or by agreement with a third party to keep confidential, providedthat such information may not be kept confidential if it involved a transaction between such Seriesand an affiliate of the General Partner. The General Partner shall calculate the approximate NetAsset Value per Unit of each Series on a daily basis and furnish such information upon request toany Limited Partner of the applicable Series. The General Partner shall maintain and preserve allPartnership records for a period of not less than six years. The General Partner will, with theassistance of each Series’ clearing brokers, make an annual review of the clearing brokeragearrangements applicable to such Series. In connection with such review, the General Partner willascertain, to the extent practicable, the clearing brokerage rates charged to other major commoditypools whose trading and operations are, in the opinion of the General Partner, comparable to thoseof each Series in order to assess whether the rates charged each Series are competitive in light ofthe services it receives. If, as a result of such review, the General Partner determines that suchrates are not competitive in light of the services provided to each Series, the General Partnerwill notify the Limited Partners, setting forth the rates charged to each Series and several fundswhich are, in the General Partner’s opinion, comparable to each Series.     11. *Assignability of Units.*Each Limited Partner expressly agrees that he will not voluntarilyassign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of hisright, title and interest in the capital or profits of a Unit in violation of any applicablefederal or state securities laws or without giving written notice to the General Partner at least30 days prior to the date of such assignment, transfer or disposition. No assignment, transfer ordisposition by an assignee of Units of any Series or of any part of his right, title and interestin the capital or profits of such Units shall be effective against such Series or the GeneralPartner until the General Partner receives the written notice of the assignment; the GeneralPartner shall not be required to give any assignee any rights hereunder prior to receipt of suchnotice. The General Partner may, in its sole discretion, waive any such notice. No such assignee,except with the consent of the General Partner, which consent may be withheld only to prevent orminimize potential adverse legal or tax consequences to a Series, may become a substituted LimitedPartner of a Series, nor will the estate or any beneficiary of a deceased Limited Partner orassignee have any right to redeem Units from such Series except by redemption as provided inSection 12 hereof. Each Limited Partner agrees that with the consent of the General Partner anyassignee may become a substituted Limited Partner without need of the further act or approval ofany Limited Partner. If the General Partner withholds consent, an assignee shall not become asubstituted Limited Partner, and shall not have any of the rights of a Limited Partner, except thatthe assignee shall be entitled to receive that share of capital and profits and shall have thatright of redemption to which his assignor would otherwise have been entitled. No assignment,transfer or disposition of Units of a Series shall be effective against each Series or the GeneralPartner until the first day of the month succeeding the month in which the General Partner consentsto such assignment, transfer or disposition. No Units of a Series may be transferred where, afterthe transfer, either the transferee or the transferor would hold less than the minimum number ofUnits of such Series equivalent to an initial minimum purchase, except for transfers by gift,inheritance, intrafamily transfers, family dissolutions, and transfers to Affiliates.     12. *Redemptions.*A Limited Partner or any assignee of Units of whom the General Partner hasreceived written notice as described above may redeem all or, subject to the provisions of thisSection 12, a portion of his Units, in an amount not less than $1,000 within a
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Series (such redemption being herein referred to as a “redemption”) effective as of the closeof business (as determined by the General Partner) on the last day of any month; provided that:(i) all liabilities, contingent or otherwise, of such Series (including such Series’ allocableshare of the liabilities, contingent or otherwise, of any entities in which such Series invests),except any liability to Limited Partners within such Series on account of their capitalcontributions, have been paid or there remains property of such Series sufficient to pay them; (ii)the General Partner shall have timely received a request for redemption, as provided in thefollowing paragraph, and (iii) with respect to a partial redemption, such Limited Partner shallhave a remaining investment in such Series after giving effect to the requested redemption at leastequal to the minimum initial investment amount of $5,000.     Requests for redemption must be received by the General Partner at least five calendar days,or such lesser period as shall be acceptable to the General Partner, in advance of the requestedeffective date of redemption. The General Partner may declare additional redemption dates uponnotice to the Limited Partners of a Series as well as to those assignees of whom the GeneralPartner has received notice as described above.     Requests for redemption accepted by the General Partner are payable at the applicablemonth-end Net Asset Value per Unit of the Series being redeemed. The General Partner is authorizedto liquidate positions to the extent it deems necessary or appropriate to honor any such redemptionrequests.     A Limited Partner (or an assignee of Units) may redeem his Units in a Series effective as ofthe last business day of any month and authorize the General Partner to use the net proceeds ofsuch redemption to purchase Units of the other Series (a “Series Exchange”). The minimum amount ofany Series Exchange is $5,000, unless a Limited Partner is redeeming his entire interest in aSeries. A Limited Partner seeking to effect a Series Exchange by partial redemption from a Seriesmust continue to hold Units of such Series with a Net Asset Value of not less than $5,000 as of theExchange Date (defined below).     A Series Exchange shall be effective as of the last business day of the month ending after anexchange subscription agreement in proper form has been received by the General Partner (“ExchangeDate”), provided, that the Series has assets sufficient to discharge its liabilities and to redeemUnits on the Exchange Date. Upon requesting a Series Exchange, a Limited Partner shall haveauthorized the General Partner to redeem from the Series identified in the exchange subscriptionagreement the number of Units or dollar amount of Units specified therein and to utilize the netproceeds of such redemption to purchase an amount of Units in the other Series at a price per Unitequal to 100% of the Net Asset Value of a Unit of such other Series as of the close of business onthe relevant Exchange Date. The General Partner shall cause the net proceeds of the redemption tobe delivered to the account of the other Series and shall cause to be mailed to such LimitedPartner, generally within 20 business days after such Exchange Date, a written confirmationthereof.     Each Limited Partner understands that its ability to effect a Series Exchange is conditionedupon Units being registered and qualified for sale pursuant to a current prospectus immediatelyprior to each Exchange Date. The General Partner shall not have any obligation to have Unitsregistered under federal, state or foreign securities laws, and may withdraw or terminate suchregistrations at any time. In the event that not all exchange subscription agreements can beprocessed because an insufficient number of Units are available forsale on an Exchange Date, the General Partner is hereby authorized to allocate Units of limited partnership interest in anymanner which it deems is reasonable under the circumstances and may allocate a substantial portionof such Units to new subscribers for Units.     The General Partner, on behalf of the Partnership, each Series and each Limited Partner, isauthorized to execute, file, record, and publish such amendments to this Agreement and such otherdocuments as shall be necessary to reflect any Series Exchange pursuant to this Section 12.     If at the close of business (as determined by the General Partner) on any day, the Net AssetValue per Unit of a Series has decreased to less than 50% of the Net Asset Value per Unit of suchSeries as of the most recent month-end, after adding back all distributions, the General Partnershall notify Limited Partners within such Series within seven business days thereafter and shallliquidate all open positions with respect to such Series as expeditiously as possible and suspendtrading. Within ten business days after the date of suspension of trading, the General Partner (andany other general partners of such Series) shall declare a Special Redemption Date with respect tosuch Series. Such Special Redemption Date shall be a business day within 30 business days from thedate of suspension of trading by such Series, and the General Partner shall mail notice of suchdate to each Limited Partner of such Series and assignee of Units within such Series of whom it hasreceived written notice, by first-class mail, postage prepaid, not later than ten business daysprior to such Special Redemption Date, together with instructions as to the procedure such LimitedPartner or assignee must follow to have his interest in such Series redeemed on such date (onlyentire, not partial, interests may be so redeemed unless otherwise determined by the GeneralPartner). Upon redemption pursuant to a Special Redemption Date, a Limited Partner or any otherassignee of whom the General Partner has received written notice as described above, shall receivefrom the applicable Series an amount equal to the Net Asset Value of his interest in such Series,determined as of the close of business (as determined by the General Partner) on such SpecialRedemption Date. No redemption charges shall be assessed on any such Special Redemption Date. As inthe case of a regular redemption, an assignee shall not be entitled to redemption until the GeneralPartner has received written notice (as described above) of the assignment, transfer or dispositionunder which the assignee claims an interest in the Units to be redeemed. If, after such SpecialRedemption Date, the Net Assets of such Series are at least $500,000 and the Net Asset Value of aUnit within such Series is in excess
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of $250, such Series may, in the discretion of the General Partner, resume trading. TheGeneral Partner may at any time and in its discretion declare a Special Redemption Date, should theGeneral Partner determine that it is in the best interests of a Series to do so. The GeneralPartner in its notice of a Special Redemption Date may, in its discretion, establish theconditions, if any, under which other Special Redemption Dates must be called, which conditions maybe determined in the sole discretion of the General Partner, irrespective of the provisions of thisparagraph. The General Partner may also, in its discretion, declare additional regular redemptiondates for Units within a Series and permit certain Limited Partners to redeem at other thanmonth-end.     Except as otherwise set forth above, redemption payments will be made within 20 business daysafter the month-end of redemption, except that under special circumstances, including, but notlimited to, inability to liquidate dealers’ positions as of a redemption date or default or delayin payments due a Series from clearing brokers, banks or other persons or entities, such Series mayin turn delay payment to Limited Partners or assignees requesting redemption of their Units of theproportionate part of the Net Asset Value of such Units within such Series equal to thatproportionate part of such Series’ aggregate Net Asset Value represented by the sums which are thesubject of such default or delay. The General Partner shall cause redemption payments to be sentfrom the Additional Accounts to the last known addresses of the Limited Partner requestingredemption; provided, however, that such Limited Partners shall cease to be Limited Partners uponpayment of the redemption amounts and such Limited Partners shall have no claim against the assetsof a Series in which they were Limited Partners except for such redemption payments.     The General Partner may require a Limited Partner to redeem all or a portion of such LimitedPartner’s Units within a Series if the General Partner considers doing so to be desirable for theprotection of such Series, and will use best efforts to do so to the extent necessary to preventeach Series from being deemed to constitute “plan assets” under Section 3(42) of the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), or the Code, with respect to any“employee benefit plan” subject to ERISA or with respect to any plan or account subject to Section4975 of the Code.     13. *Offering of Units.*The General Partner on behalf of each Series shall (i) cause to befiled a Registration Statement or Registration Statements, and such amendments thereto as theGeneral Partner deems advisable, with the Securities and Exchange Commission for the registrationand ongoing public offering of the Units, (ii) use its best efforts to qualify and to keepqualified Units for sale under the securities laws of such States of the United States or otherjurisdictions as the General Partner shall deem advisable and (iii) take such action with respectto the matters described in (i) and (ii) as the General Partner shall deem advisable or necessary.The General Partner shall use its best efforts not to accept any subscriptions for Units if doingso would cause the assets of a Series to constitute “plan assets” under ERISA Section 3(42) withrespect to any “employee benefit plan” subject to ERISA or with respect to any plan or accountsubject to Section 4975 of the Code. If such a Limited Partner has its subscription reduced forsuch reason, such Limited Partner shall be entitled to rescind its subscription in its entiretyeven though subscriptions are otherwise irrevocable.     14. *Additional Offerings.*The General Partner may, in its discretion, make additional publicor private offerings of Units, provided that the net proceeds to a Series of any such sales ofadditional Units of such Series shall in no event be less than the Net Asset Value per Unit withinsuch Series (as defined in Section 5(d) hereof) at the time of sale (unless the new Unit’sparticipation in the profits and losses of such Series is appropriately adjusted). No LimitedPartner shall have any preemptive, preferential or other rights with respect to the issuance orsale of any additional Units, other than as set forth in the preceding sentence. The Partnershipmay offer different Series or classes of Units having different economic terms than previouslyoffered Series or classes of Units as determined by the General Partner; provided that the issuanceof such a new Series or class of Units shall in no respect adversely affect the holders ofoutstanding Units; and provided further that the assets attributable to each such Series or classshall, to the maximum extent permitted by law, be treated as legally separate and distinct pools ofassets, and the assets attributable to one such Series or class be prevented from being used in anyrespect to satisfy or discharge any debt or obligation of any other such Series or class.     15. *Special Power of Attorney.*Each Limited Partner by his execution of this Agreement doeshereby irrevocably constitute and appoint the General Partner and each officer of the GeneralPartner, with power of substitution, as his true and lawful attorney-in-fact, in his name, placeand stead, to execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf andfile and record in the appropriate public offices and publish (as may in the reasonable judgment ofthe General Partner be required by law): (i) this Agreement, including any amendments and/orrestatements hereto duly adopted as provided herein; (ii) certificates in various jurisdictions,and amendments and/or restatements thereto, and of assumed name or of doing business under afictitious name with respect to each Series or the Partnership; (iii) all conveyances and otherinstruments which the General Partner deems appropriate to qualify or continue each Series or thePartnership in the State of Delaware and the jurisdictions in which each Series or the Partnershipmay conduct business, or which may be required to be filed by each Series or the Limited Partnersunder the laws of any jurisdiction or under any amendments or successor statutes to the Act, toreflect the dissolution or termination of each Series or the Partnership, or each Series or thePartnership being governed by any amendments or successor statutes to the Act or to reorganize orrefile each Series or the Partnership in a different jurisdiction; and (iv) to file, prosecute,defend, settle or compromise litigation, claims or arbitrations on behalf of each Series. The Powerof Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest(including, without limitation, the interest of the other Limited Partners in the General Partnerbeing able to rely on the General Partner’s authority to act as contemplated by this Section 15)and shall survive and shall not be affected by the subsequent incapacity, disability or death of aLimited Partner.
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     16. *Withdrawal of the General Partner or a Limited Partner.*The Partnership shall be dissolvedupon the final dissolution of each Series created hereunder. Each Series shall be dissolved uponthe withdrawal, dissolution, insolvency or removal of the General Partner with respect to suchSeries, or any other event that causes the General Partner to cease to be a general partner withrespect to such Series under the Act, unless such Series is continued pursuant to the terms ofSection 5(a)(3). In addition, the General Partner may withdraw from each Series, without any breachof this Agreement, at any time upon 120 days’ written notice by first class mail, postage prepaid,to each Limited Partner of such Series and assignee of whom the General Partner has notice;provided, that such resignation shall not become effective unless and until a successor generalpartner is in place. If the General Partner withdraws as general partner with respect to a Seriesand such Series’ business is continued, the withdrawing General Partner shall pay all expensesincurred directly as a result of its withdrawal. In the event of the General Partner’s removal orwithdrawal, with respect to a Series, the General Partner shall be entitled to a redemption of itsinterest in such Series at its Net Asset Value with respect to such Series on the next closing datefollowing the date of removal or withdrawal. The General Partner may not assign its interest in thePartnership or its obligation to direct the trading of each Series’ assets without the consent ofeach Limited Partner of the effected Series. The death, incompetency, withdrawal, insolvency ordissolution of a Limited Partner or any other event that causes a Limited Partner to cease to be aLimited Partner (within the meaning of the Act) in a Series shall not terminate or dissolve suchSeries, and a Limited Partner, his estate, custodian or personal representative shall have no rightto redeem or value such Limited Partner’s interest in such Series except as provided in Section 12hereof. Each Limited Partner within a Series agrees that in the event of his death, he waives onbehalf of himself and his estate, and directs the legal representatives of his estate and anyperson interested therein to waive, the furnishing of any inventory, accounting or appraisal of theassets of such Series or the Partnership and any right to an audit or examination of the books ofsuch Series or the Partnership. Nothing in this Section 16 shall, however, waive any right givenelsewhere in this Agreement for a Limited Partner to be informed of the Net Asset Value of hisUnits, to receive periodic reports, audited financial statements and other information from theGeneral Partner or to redeem or transfer Units.     17. *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 any Series or to any Limited Partner of such Seriesfor any loss suffered by such Series or such Limited Partner which arises out of any action orinaction of the General Partner or its Affiliates if the General Partner, in good faith,determined that such course of conduct was in the best interests of such Series and such courseof conduct did not constitute negligence or misconduct of the General Partner or its Affiliates.     (b) *Indemnification of the General Partner by each Series.*To the fullest extent permittedby law, subject to this Section 17, the General Partner and its Affiliates shall be indemnifiedby each Series against any losses, judgments, liabilities, expenses and amounts paid insettlement of any claims sustained by them in connection with such Series; provided that suchclaims were not the result of negligence or misconduct on the part of the General Partner or itsAffiliates, and the General Partner, in good faith, determined that such conduct was in the bestinterests of such Series; and provided further that Affiliates of the General Partner shall beentitled to indemnification only for losses incurred by such Affiliates in performing the dutiesof the General Partner with respect to such Series and acting wholly within the scope of theauthority of the General Partner. Notwithstanding anything to the contrary contained in thepreceding two paragraphs, the General Partner and its Affiliates and any persons acting asselling agents for the Units shall not be indemnified for any losses, liabilities or expensesarising from or out of an alleged violation of federal or state securities laws unless (1) therehas been a successful adjudication on the merits of each count involving alleged securities lawviolations as to the particular indemnitee and the court approves indemnification of thelitigation costs, or (2) such claims have been dismissed with prejudice on the merits by a courtof competent jurisdiction as to the particular indemnitee and the court approves indemnificationof the litigation costs, or (3) a court of competent jurisdiction approves a settlement of theclaims against a particular indemnitee and finds that indemnification of the settlement andrelated costs should be made. In any claim for indemnification for federal or state securitieslaw violations, the party seeking indemnification shall place before the court the position ofthe Securities and Exchange Commission, the California Department of Corporations, theMassachusetts Securities Division, the Missouri Securities Division, the Pennsylvania SecuritiesCommission, the Tennessee Securities Division, the Texas Securities Board and any other state orapplicable regulatory authority with respect to the issue of indemnification for securities lawviolations. Each Series shall not bear the cost of that portion of any insurance which insuresany party against any liability the indemnification of which is herein prohibited. For thepurposes of this Section 17, the term “Affiliates” shall mean any person acting on behalf of orperforming services on behalf of any Series who: (1) directly or indirectly controls, iscontrolled 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 ordirector of the General Partner; or (4) if the General Partner is an officer, director, partneror trustee, is any entity for which the General Partner acts in any such capacity. Advances froma Series Estate to the General Partner and its Affiliates for legal expenses and other costsincurred as a result of any legal action initiated against the General Partner by a LimitedPartner are prohibited. Advances from any Series’ Estate to the General Partner and itsAffiliates for legal expenses and other costs incurred as a result of a legal action will bemade only if the following three conditions are satisfied: (1) the legal action relates to theperformance of duties or services by the General Partner or its Affiliates on behalf of suchSeries; (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, with interest fromthe date of such advance, to such Series in cases in which they would not be entitled toindemnification under the standard of liability set forth in Section 17(a). In no event shallany indemnity or exculpation provided for herein be more
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favorable to the General Partner or any Affiliate than that contemplated by the NASAAGuidelines as currently in effect. In no event shall any indemnification permitted by thissubsection (b) of Section 17 be made by a Series unless all provisions of this Section for thepayment of indemnification have been complied with in all respects. Furthermore, it shall be aprecondition of any such indemnification that the effected Series receive a determination ofqualified independent legal counsel in a written opinion that the party which seeks to beindemnified hereunder has met the applicable standard of conduct set forth herein. Receipt ofany such opinion shall not, however, in itself, entitle any such party to indemnification unlessindemnification is otherwise proper hereunder. Any indemnification payable by a Series hereundershall be made only as provided in the specific case. In no event shall any indemnificationobligations of a Series under this subsection (b) of this Section 17 subject a Limited Partnerto any liability in excess of that contemplated by subsection (e) of Section 8 hereof.     (c) *Indemnification of each Series by the Limited Partners.*In the event a Series is made aparty to any claim, dispute or litigation or otherwise incurs any loss or expense as a result ofor in connection with any of such Series’ Limited Partner’s activities, obligations orliabilities unrelated to such Series’ business, such Limited Partner shall indemnify andreimburse such Series for all loss and expense incurred, including reasonable attorneys’ fees.     18. *Amendments; Meetings.*     (a) *Amendments with Consent of the General Partner.*The General Partner may amend thisAgreement with the approval of more than fifty percent (50%) of the Units then owned by LimitedPartners of each Series. No meeting procedure or specified notice period is required in the caseof amendments made with the consent of the General Partner, mere receipt of an adequate numberof unrevoked written consents from Limited Partners of each Series being sufficient. The GeneralPartner may amend this Agreement without the consent of the Limited Partners of each Series inorder (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency(including any inconsistency between this Agreement and the Prospectus), (ii) to effect theintent of the tax allocations proposed herein to the maximum extent possible in the event of achange in the Code or the interpretations thereof affecting such allocations, (iii) to attemptto ensure that either Series is not treated as an association taxable as a corporation forfederal income tax purposes, (iv) to qualify or maintain the qualification of the Partnership asa limited partnership in any jurisdiction, (v) to delete or add any provision of or to thisAgreement required to be deleted or added by the Staff of the Securities and Exchange Commissionor any other federal agency or any state “Blue Sky” official or similar official or in order toopt to be governed by any amendment or successor statute to the Act, (vi) to make any amendmentto this Agreement which the General Partner deems advisable, including amendments that reflectthe offering and issuance of additional Units, whether or not issued through a Series, providedthat such amendment is not adverse to the Limited Partners of either Series, or that is requiredby law, and (vii) to make any amendment that is appropriate or necessary, in the opinion of thegeneral partner, to prevent each Series or the General Partner or its directors, officers orcontrolling persons from in any manner being subjected to the provisions of the InvestmentCompany Act of 1940, as amended, or to prevent the assets of either Series from being consideredfor any purpose of ERISA or Section 4975 of the Code to constitute assets of any “employeebenefit plan” as defined in and subject to ERISA or of any “plan” subject to Section 4975 of theCode.     (b) *Amendments and Actions without Consent of the General Partner.*In any vote called bythe General Partner or pursuant to section (c) of this Section 18, upon the affirmative vote(which may be in person or by proxy) of more than fifty percent (50%) of the Units then owned byLimited Partners of each Series, the following actions may be taken, irrespective of whether theGeneral Partner concurs: (i) this Agreement may be amended, provided, however, that approval ofall Limited Partners of each Series shall be required in the case of amendments changing oraltering this Section 18, extending the term of each Series or the Partnership, or materiallychanging each Series’ basic investment policies or structure; in addition, reduction of thecapital account of any Limited Partner or assignee or modification of the percentage ofprofits, losses or distributions to which a Limited Partner or an assignee is entitled hereundershall not be effected by any amendment or supplement to this Agreement without such LimitedPartner’s or assignee’s written consent; (ii) each Series or the Partnership may be dissolved;(iii) the General Partner may be removed and replaced; (iv) a new general partner or generalpartners may be elected if the General Partner withdraws from each Series; (v) the sale of allor substantially all of the assets of each Series may be approved; and (vi) any contract withthe General Partner or any affiliate thereof may be disapproved of and, as a result, terminatedupon 60 days’ notice.     (c) *Meetings; Other Voting Matters.*A Limited Partner in either Series upon requestaddressed to the General Partner shall be entitled to obtain from the General Partner, uponpayment in advance of reasonable reproduction and mailing costs, a list of the names andaddresses of record of all Limited Partners within such Series and the number of Units held byeach (which shall be mailed by the General Partner to the Limited Partner within ten days of thereceipt of the request); provided, that the General Partner may require any Limited Partnerrequesting such information to submit written confirmation that such information will not beused for commercial purposes and will only be used for a legitimate purpose related to suchperson being a Limited Partner. Upon receipt of a written proposal, signed by Limited Partnersowning Units representing at least 10% of the Units then owned by Limited Partners, that ameeting of such Series be called to vote upon any matter upon which the Limited Partners mayvote pursuant to this Agreement, the General Partner shall, by written notice to each LimitedPartner within that Series of record sent by certified mail within 15 days after such receipt,call a meeting of such Series or the Partnership. Such meeting shall be held at least 30 but notmore than 60 days after the mailing of such notice, and such notice shall specify the date of, areasonable place and time for, and the
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purpose of such meeting. The General Partner may not restrict the voting rights of LimitedPartners as set forth herein. In the event that the General Partner or the Limited Partners voteto amend this Agreement in any material respect, the amendment will not become effective priorto all Limited Partners having an opportunity to redeem their Units.     19. *Miscellaneous.*     (a) *Notices.*All notices under this Agreement shall be in writing and shall be effectiveupon personal delivery, or if sent by first class mail, postage prepaid, addressed to the lastknown address of the party to whom such notice is to be given, upon the deposit of such noticein the United States mail.     (b) *Binding Effect.*This Agreement shall inure to and be binding upon all of the parties,all parties indemnified under Section 17 hereof, and their respective successors and assigns,custodians, estates, heirs and personal representatives. For purposes of determining the rightsof any Limited Partner or assignee hereunder, each Series and the Partnership, the GeneralPartner may rely upon each Series records as to who are Limited Partners and assignees of suchSeries, and all Limited Partners and assignees agree that their rights shall be determined andthey shall be bound thereby.     (c) *Captions.*Captions in no way define, limit, extend or describe the scope of thisAgreement nor the effect of any of its provisions. Any reference to “persons” in this Agreementshall also be deemed to include entities, unless the context otherwise requires.     20. *Benefit Plan Investors.*Each Limited Partner that is an “employee benefit plan” as definedin, and subject to the fiduciary responsibility provisions of ERISA, a “plan” as defined in Section4975 of the Code (each such employee benefit plan and plan, a “Plan”), or any entity deemed for anypurpose of ERISA or Section 4975 of the Code to hold assets of any Plan and each fiduciary thereofwho has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrantsthat:     (a) the Plan Fiduciary has considered an investment in each Series for such Plan in lightof the risks relating thereto;     (b) the Plan Fiduciary has determined that, in view of such considerations, the investmentin each Series for such Plan is consistent with the Plan Fiduciary’s responsibilities underERISA;     (c) the investment in a Series by the Plan does not violate and is not otherwiseinconsistent with the terms of any legal document constituting the Plan or any trust agreementthereunder;     (d) the Plan’s investment in a Series has been duly authorized and approved by allnecessary parties;     (e) none of the General Partner, any selling agent, any clearing broker, the escrow agent,the introducing broker, the administrator, any of their respective affiliates or any of theirrespective agents or employees: (i) has investment discretion with respect to the investment ofassets of the Plan used to purchase the Units; (ii) has authority or responsibility to orregularly gives investment advice with respect to the assets of the Plan used to purchase theUnits for a fee and pursuant to an agreement or understanding that such advice will serve as aprimary basis for investment decisions with respect to the Plan and that such advice will bebased on the particular investment needs of the Plan; or (iii) is an employer maintaining orcontributing to the Plan; and     (f) the Plan Fiduciary: (i) is authorized to make, and is responsible for, the decision forthe Plan to invest in each Series, including the determination that such investment isconsistent with the requirement imposed by Section 404 of ERISA that Plan investments bediversified so as to the risks of large losses; (ii) is independent of the General Partner, eachselling agent, each clearing broker, the escrow agent, the introducing broker, theadministrator, and each of their respective affiliates; and (iii) is qualified to make suchinvestment decision.     21. *No Legal Title to Series Estate.*The Limited Partners within a Series shall not have legaltitle to any part of such Series Estate.     22. *Legal Title.*Legal title to all Series Estate shall be vested in such Series; except whereapplicable law in any jurisdiction requires any part of such Series Estate to be vested otherwise,the General Partner may cause legal title to each Series Estate or any portion thereof to be heldby or in the name of the General Partner or any other person as nominee for and on behalf of suchSeries.     23. *Creditors.*No creditors of any Limited Partners within a Series shall have any right toobtain possession of, or otherwise exercise legal or equitable remedies with respect to, suchSeries Estate.
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     IN WITNESS WHEREOF, the undersigned have duly executed this Fifth Amended and Restated LimitedPartnership Agreement as of the day and year first above written.      Superfund Capital Management, Inc.