A LIMITED PARTNERS.
Each Class A Limited Partner understands that the Partnership may be relying on
Section 3(c)(1) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and each Class A Limited Partner hereby covenants
that at all times that it is a Partner, such Class A Limited Partner shall not
take any action that would cause the Partnership to become an "investment
company" within the meaning of the Investment Company Act.
ARTICLE VIII
ACCOUNTING; BOOKS AND RECORDS
SECTION 8.01.
ACCOUNTING; BOOKS AND RECORDS.
(A)
MAINTENANCE OF BOOKS AND RECORDS.
THE
PARTNERSHIP SHALL MAINTAIN AT ITS PRINCIPAL PLACE OF BUSINESS OR, UPON NOTICE TO
THE PARTNERS, AT SUCH OTHER PLACE AS THE GENERAL
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PARTNER SHALL DETERMINE, SEPARATE BOOKS OF ACCOUNT FOR THE PARTNERSHIP WHICH
SHALL INCLUDE A RECORD OF ALL COSTS AND EXPENSES INCURRED, ALL CHARGES MADE, ALL
CREDITS MADE AND RECEIVED, AND ALL INCOME DERIVED IN CONNECTION WITH THE CONDUCT
OF THE PARTNERSHIP AND THE OPERATION OF ITS BUSINESS IN ACCORDANCE WITH THIS
AGREEMENT.
(B)
ACCOUNTING METHODS.
(I)
THE PARTNERSHIP SHALL USE THE ACCRUAL
METHOD OF ACCOUNTING IN PREPARATION OF ITS ANNUAL REPORTS AND FOR TAX PURPOSES
AND SHALL KEEP ITS BOOKS AND RECORDS ACCORDINGLY.
(II)
ALL AMOUNTS PAYABLE UNDER ANY AGREEMENT
BETWEEN THE PARTNERSHIP ON THE ONE HAND AND THE PARTNERS OR THEIR AFFILIATES ON
THE OTHER HAND SHALL BE TREATED AS OCCURRING BETWEEN THE PARTNERSHIP AND A
PERSON WHO IS NOT A PARTNER WITHIN THE MEANING OF CODE SECTION 707(A)(1) AND
SUCH AMOUNTS PAYABLE BY THE PARTNERSHIP TO ANY PARTNER OR ITS AFFILIATES SHALL
BE CONSIDERED AN EXPENSE OR CAPITAL COST, AS THE CASE MAY BE, OF THE PARTNERSHIP
FOR INCOME TAX AND FINANCIAL REPORTING PURPOSES, AND SHALL NOT BE CONSIDERED A
DISTRIBUTION TO SUCH PARTNER INCLUDING, WITHOUT LIMITATION, IN MAINTAINING SUCH
PARTNER'S CAPITAL ACCOUNT, AND ANY SUCH AMOUNTS PAYABLE BY ANY PARTNER OR ITS
AFFILIATES TO THE PARTNERSHIP SHALL NOT BE CONSIDERED A CONTRIBUTION TO THE
PARTNERSHIP, INCLUDING, WITHOUT LIMITATION, IN MAINTAINING SUCH PARTNER'S
CAPITAL ACCOUNT.
(III)
ACCESS TO BOOKS, RECORDS, ETC.
SUBJECT TO
SECTION 8.04 HEREOF, ANY PARTNER OR ANY AGENTS OR REPRESENTATIVES OF SUCH
PARTNER, AT THE PARTNER'S OWN EXPENSE AND UPON REASONABLE NOTICE AND WITH
REASONABLE FREQUENCY, MAY EXAMINE ANY INFORMATION IT MAY REASONABLY REQUEST AND
MAKE COPIES OF AND ABSTRACTS FROM THE FINANCIAL AND OPERATING RECORDS AND BOOKS
OF ACCOUNT OF THE PARTNERSHIP, AND DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE PARTNERSHIP WITH THE GENERAL PARTNER AND ITS RESPONSIBLE OFFICERS,
DIRECTORS, OFFICERS AND INDEPENDENT ACCOUNTANTS OF THE PARTNERSHIP, ALL AT SUCH
REASONABLE TIMES AND AS OFTEN AS SUCH PARTNER OR ANY AGENTS OR REPRESENTATIVES
OF SUCH PARTNER MAY REASONABLY REQUEST.
THE RIGHTS GRANTED TO A PARTNER
PURSUANT TO THIS SECTION 8.01 ARE EXPRESSLY SUBJECT TO COMPLIANCE BY SUCH
PARTNER WITH THE CONFIDENTIALITY PROCEDURES AND GUIDELINES OF THE PARTNERSHIP,
AS SUCH PROCEDURES AND GUIDELINES MAY BE ESTABLISHED FROM TIME TO TIME.
SECTION 8.02.
REPORTS.
(A)
IN GENERAL.
THE GENERAL PARTNER SHALL BE
RESPONSIBLE FOR THE PREPARATION