6 lp agreement, oracle of investing fund lp

Limited Partners AgreementOracle of Investing Fund LP

ORACLE of Investing

Oracle of Investing TM

Copyright © 2013 www.oracleofi nvesting.com

Th is information is provided by Oracle of Investing (OI) and is issued solely for informational

purposes and does not constitute an off er to sell or a solicitation of

an off er to buy securities.

Reproduction without written permission is strictly prohibited

and will be prosecuted to the full extent of the law.

Table of Contents – 1

Contents

Chapter 1. LP Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Chapter 2. Article I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Chapter 3. Article II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Chapter 4. Article III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Chapter 5. Article IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Chapter 6. Article IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Chapter 7. Article V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Chapter 8. Article VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Chapter 9. Article VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Chapter 10. Article VIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Chapter 11. Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

3 – LP Agreement3 – LP Agreemement

LP Agreement

Oracle of Investing Fund LP

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Dated as of September 15, 2013

Th is AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT made as of this 15th day of September, 2013 (the “Agreement”) among the undersigned (herein called the “Partners,” which term shall include any persons hereafter admitted to the Partnership (as defi ned herein) and shall exclude any persons who cease to be Limited Partners (as defi ned herein) shall govern Oracle of Investing Fund LP (the “Partnership”) as of the date and year fi rst above written. Th e Partnership was formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Dec.C § 17-101 et. seq.), as may be amended from time to time (the “Act”), by fi ling a Certifi cate of Limited Partnership with the Offi ce of the Secretary of State of the State of Dela-ware.


3Article I

General Provisions

Sec. 1.1 Partnership Name and Address, General Partner

Th e Partnership conducts business under the name of Oracle of Investing Fund LP Th e Partnership’s princi-pal offi ces are located at 228 Park Ave S # 62523, New York, NY 10003 or at such other location as the General Partner (as defi ned below) in the future may designate. Th e Partnership’s general partner is Wharton Global Capi-tal LLC, a New York limited liability company and its permitted successors and assignees (the “General Partner”). Th e General Partner will also serve as the investment manager to the Partnership.

Sec. 1.2 Fiscal Year

Th e fi scal year of the Partnership (herein called the “fi scal year”) shall end on December 31st of each calendar year or on such date as the General Partner shall determine.

Sec. 1.3 Liability of Partners

Th e names of all of the Partners and the amounts of their respective contributions to the Partnership (herein called the “Capital Contributions”) and Ownership Percentages (as defi ned in Sec. 3.4) are set forth in a schedule entitled “Schedule of Capital Contributions and Ownership Percentages” (herein called the “Schedule”) which shall be maintained with the records of the Partnership at the General Partner’s principal offi ce. Each Limited Partner shall have reasonable access to records relating to its own Capital Account.

Th ose Partners who are designated in the Schedule as Limited Partners (the “Limited Partners”) and former Limited Partners shall be liable for the repayment and discharge of all debts and obligations of the Partnership attributable to any fi scal year (or relevant portion thereof ) during which they are or were Limited Partners of the Partnership only to the extent of their respective interests in the Partnership in the fi scal year (or relevant portion thereof ) to which any such debts and obligations are attributable and shall not otherwise have any liability in respect of the debts and obligations of the Partnership.

Th e Limited Partners and all former Limited Partners shall share all losses, liabilities or expenses suff ered or incurred by virtue of the operation of the preceding paragraphs of this Sec. 1.3 in the proportions of their respec-tive Ownership Percentages (as defi ned herein) for the fi scal year (or relevant portion thereof ) to which any debts or obligations of the Partnership are attributable. Limited Partners or former Limited Partners shall share all losses, liabilities or expenses up to the limit of their respective interests in the Partnership for such fi scal year (or relevant portion thereof ).

As used in this Sec. 1.3, the terms “interests in the Partnership” and “interest in the Partnership” shall mean with respect to any fi scal year (or relevant portion thereof ) and with respect to each Partner (or former Partner) its

7 – LP Agreement

interest in its Capital Account (as defi ned in Sec. 3.3) that such Partner (or former Partner) would have received (or in fact did receive) pursuant to the terms and provisions of Article IV and VI upon withdrawal from the Partnership as of the end of such fi scal year (or relevant portion thereof ). Th e Partnership is currently off ering Class A limited partnership interests (the “Class A Interests”) and Class B limited partnership interests (the “Class B Interests” and together with the Class A Interests, the “Interests”) in the Partnership through private placement. Th e Limited Part-ners holding the Class A Interests are sometimes referred to herein as “Class A Limited Partners” and the Limited Partners holding the Class B Interests are sometimes referred to herein as the “Class B Limited Partners.”

Notwithstanding any other provision in this Agreement, in no event shall any Partner (or former Partner) be obligated to make any additional contribution to the Partnership, or have any liability for the repayment and discharge of the debts and obligations of the Partnership (apart from its interest in the Partnership), except that a Partner (or former Partner) may be required, for purposes of meeting such Partner’s obligations under this Sec. 1.3, to make additional contributions or payments, respectively, up to, but in no event in excess of, the aggregate amount of returns of capital and other amounts actually received by it from the Partnership during or after the fi scal year to which any debt or obligation is attributable.

As used in this Agreement, the term “former Partner” refers to any person or entity that hereafter from time to time ceases to be a Partner pursuant to the terms and provisions of this Agreement.

Th e General Partner shall have liability for the repayment and discharge of all debts and obligations of the Part-nership which are not discharged with assets of the Partnership to the extent such debts and obligations are not by their terms or otherwise either non-recourse as to the General Partner or limited generally to the Partnership’s assets or to specifi c assets of the Partnership.

Sec. 1.4 Purposes of the Partnership. Th e Partnership is organized for the purposes of compounding wealth for Limited Partners over the long term by utilizing the strategies discussed in the Partnership’s Amended and Restated Confi dential Private Placement Memorandum, as amended, restated and/or supplemented from time to time (the “Memorandum”), and engaging in all activities and transactions as the General Partner may deem necessary or advis-able in connection therewith, including, without limitation:

(a) to purchase Securities (as defi ned below);

(b) to invest, on margin or otherwise, in a broad range of securities and other fi nancial instruments of United States and foreign entities, including, without limitation, shares of benefi cial interest; bonds, notes and debentures (whether subordinated, convertible or otherwise); interest rate, equity and other derivative products, including, without limitation, swaps, options; executory contracts; exchange traded funds; money market funds; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper; certifi cates of deposit; bankers’ acceptances; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, wheth-er or not publicly traded or readily marketable (all such items being referred to herein as a “Security” or “Securities”), and to sell Securities short and cover such sales;

(c) to engage in such other lawful Securities transactions as the General Partner may from time to time deter-mine;

(d) to possess, transfer, mortgage, pledge or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership;

(e) to acquire a long position or a short position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fl uctuation in such positions or as to the frequency of the changes in the nature of such positions;

Article I – 7

(f ) to maintain for the conduct of Partnership aff airs one or more offi ces and in connection therewith, rent or acquire offi ce space, and do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership;

(g) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem necessary or advisable;

(h) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned benefi cially by the Partnership; and

(i) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership.

Sec. 1.5 Master Fund. Th e General Partner will seek to pursue the Partnership’s investment objective by investing all or substantially all of the Partnership’s assets in Oracle of Investing Master Fund LP, a British Virgin Islands limited partnership (the “Master Fund”). Th e general partner of the Master Fund is Oracle of Investing GP Ltd., a company organized under the laws of the British Virgin Islands (the “Master Fund GP”). Th e Master Fund will retain the General Partner (or an affi liate thereof ) to serve as the Master Fund’s investment manager and will utilize the General Partner’s (or its affi liate’s) services (in its capacity as investment manager), to invest and rein-vest capital of the Partnership, together with assets of other similar entities following the same investment strategy as the Partnership, including without limitation, Oracle of Investing Fund Inc., a British Virgin Islands business company (the “Off shore Fund”).


4Article II

General Partner; Management Fee, Brokerage

Sec. 2.1 Generally

Th e General Partner exercises ultimate authority over the Partnership. Except as authorized by the General Partner, the Limited Partners shall have no authority or right to act on behalf of the Partnership in connection with any matter. Th e General Partner has the right to delegate its responsibilities hereunder, including the respon-sibility of providing certain investment advisory, management, administrative and auditing services, to suitable parties that may be reasonably compensated by the Partnership. Th e General Partner may also retain such other suitable parties (including affi liates of the General Partner) to provide services to the Partnership, including, with-out limitation, legal, consulting, accounting, administrative and auditing services. Th e General Partner will serve as the investment manager to the Partnership. Furthermore, the General Partner may enter into agreements with such parties on behalf of the Partnership, which agreements may include provisions for the indemnifi cation and exculpation of such parties, in certain circumstances, by the Partnership.

Sec. 2.2 Authority of the General Partner

Th e General Partner shall have the power on behalf of and in the name of the Partnership, and without notice to the Limited Partners, to carry out, or designate such other agents (some of which may be affi liates of the General Partner), including, without limitation, management companies, to carry out, any and all of the objectives and purposes of the Partnership set forth in Sec. 1.4 and perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:

(a) act as manager for the Partnership and direct the formulation of investment and trading policies and strategies for the Partnership;

(b) borrow or raise monies or utilize any other forms of leverage and to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness;

(c) do any and all acts on behalf of the Partnership and exercise all rights, powers, privileges and other inci-dents of ownership or possession with respect to the property, Securities and funds held or owned by the Partner-ship, including without limitation the right to possess, lend, transfer, mortgage, pledge or otherwise deal in, and secure the payment of obligations of the Partnership by mortgage upon, or hypothecation or pledge of, all or part of the Securities and other property of the Partnership, whether at the time owned or thereafter acquired and to participate in arrangements with creditors, institute and settle or compromise suits and administrative proceedings and other similar matters;

13 – LP Agreement

(d) open, maintain and close accounts with brokers, which power shall include the authority to issue all in-structions and authorizations to brokers regarding securities and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions;

(e) open, maintain and close bank accounts and authorize the drawing of checks or other orders for the pay-ment of monies;

(f ) organize one or more corporations formed to hold record title, as nominee for the Partnership, to securities or funds of the Partnership;

(g) engage one or more custodians, attorneys, independent accountants, consultants and any other persons that the General Partner deems necessary or advisable;

(h) take any and all action which is permitted under the Act and which is customary or reasonably related to the aff airs of the Partnership;

(i) make such elections under the Code, and other relevant tax laws as to the treatment of items of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters, as the General Partner deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of ac-counting and bookkeeping procedures to be used by the Partnership;

(j) bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership;

(k) deposit, withdraw, invest, pay, retain and distribute the Partnership’s funds in a manner consistent with the provisions of this Agreement;

(l) cause the Partnership to carry such insurance or bonds as the General Partner deems necessary to protect the Partnership, the Partners and any individual or entity entitled to indemnifi cation by the Partnership hereunder;

(m) cause the Partnership to engage in agency, agency cross and principal transactions with affi liates to the ex-tent permitted by applicable securities laws and to the extent permitted by applicable law, engage in principal trans-actions and certain other related party transactions with the General Partner, and its affi liates;

(n) retain persons, fi rms or entities selected by the General Partner, to provide certain investment management services to the Partnership and to compensate such persons for their services; provided, however, management, con-trol and conduct of the activities of the Partnership shall remain the ultimate responsibility of the General Partner;

(o) do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its interest in any property or any person, fi rm, corporation or other entity, including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;

(p) organize one or more corporations or other entities formed to hold record title, as nominee for the Partner-ship, to Securities or funds of the Partnership;

(q) combine purchase or sale orders on behalf of the Partnership with orders for other accounts to whom the General Partner or any of its affi liates provide investment services (“Other Accounts”) and allocate the Securities or other assets so purchased or sold, on an average price basis, among such accounts;

(r) enter into “soft dollar” arrangements as contemplated in the Memorandum, including the use of soft dollars for items which are within the Section 28(e) “safe harbor;”

(s) provide research and analysis and direct the formulation of investment policies and strategies for the Part-nership;

Article II – 13

(t) issue one or more separate classes of partnership interests based on economic terms and conditions that may diff er from those attributable to other classes of partnership interests and take all steps necessary to accom-plish the same without the consent of any Limited Partner;

(u) delegate any of its responsibilities and/or duties to others pursuant to separate agreements, which agree-ments may provide for indemnifi cations and exculpations of such other service providers as deemed appropriate by the General Partner;

(v) appoint a person (the “Independent Client Representative”) unaffi liated with the General Partner or any of its affi liates to act as the agent of the Partnership to (i) give or withhold any consent of the Partnership required under applicable law to a transaction in which the General Partner or a party designated by the General Partner causes the Partnership to purchase securities or other instruments from, or sell securities or other instruments to the General Partner or its affi liates, or (ii) engage in any brokerage transaction in which any of the Gener-al Partner’s affi liates acts as broker for a party on the side of the transaction opposite that of the Partnership. If appointed, the Independent Client Representative may be paid by the Partnership, and may be indemnifi ed by the Partnership for claims arising out of activity in such capacity. Th e intent of this subparagraph is to provide a mechanism by which the Partnership and the General Partner can meet the requirements of Section 206 of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder; and

(w) authorize any offi cer, director, employee or other agent of any Partner (including the General Partner), to act for and on behalf of the Partnership in any or all of the foregoing matters and all matters incidental thereto as fully as if such person were the General Partner.

Sec. 2.3 Management Fee

Th e Partnership, as a limited partner in the Master Fund, will pay to the General Partner (as the investment manager of the Master Fund) a monthly management fee in arrears (the “Management Fee”) equal to approxi-mately 0.0833% of the ending net asset value of the Partnership’s capital account in the Master Fund which is attributable to the Class A Limited Partners for such month with respect to the Master Fund (one percent (1.0%) per annum) as of the last Business Day of each calendar month. Payment of the Management Fee is due as of the last Business Day of each calendar month or as of the last day of any partial period (if applicable) and is payable by the Partnership within a reasonable time thereafter. Th e General Partner (as Investment Manager of the Master Fund) reserves the right to waive or reduce the Management Fee attributable to any Class A Limited Partner (by rebate or otherwise), including, without limitation, its affi liates and/or employees. Th e Management Fee will be prorated for partial periods. Th e Class B Limited Partners are not subject to the Management Fee.

Sec. 2.4 Reliance by Th ird Parties

Persons dealing with the Partnership are entitled to rely conclusively upon the certifi cate of the General Part-ner to the eff ect that it is then acting as General Partner and upon the power and authority of the General Partner as herein set forth.

Sec. 2.5 Activities of the General Partner

Th e General Partner and its offi cers, directors, members, managers, employees or agents and agents of any of them and employees of the Partnership, if any, shall devote so much of their time to the aff airs of the Partnership as in their judgment the conduct of the Partnership’s business shall reasonably require and the General Partner and its offi cers, directors, members, managers, employees or agents and agents of any of them and employees of the Partnership, if any, shall not be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth herein. Notwithstanding anything to the contrary in this Agreement, the partners, offi cers, directors, members, managers, employees or agents of the General Partner and any person con-trolling, under common control with or controlled by the General Partner and any employees of the Partnership,

13 – LP Agreement

if any, will be permitted to perform similar duties for any entity which is affi liated with the General Partner.

Nothing herein contained shall be deemed to preclude the General Partner, its offi cers, directors, members, managers, employees or other agents or agents of any of them or employees of the Partnership, if any, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling or holding securities, options, separate accounts, investment contracts, currency, currency units or any other asset and any interests therein for their own accounts or for the account of any other person, whether as investment advisor, dealer, broker or oth-erwise. No Limited Partner shall, by reason of being a Limited Partner in the Partnership, have any right to partici-pate in any manner in any profi ts or income earned or derived by or accruing to the General Partner, or its offi cers, directors, employees or other agents, from the conduct of any business other than the business of the Partnership or from the conduct of any activities for any account other than that of the Partnership.

Th e General Partner will allocate investment opportunities that are appropriate for more than one entity or account sponsored or managed by the General Partner or its affi liates in a manner determined to be fair to such entities by the General Partner acting in good faith in accordance with applicable fi duciary standards. Th e General Partner shall have the right to cause the Partnership or entities which the Partnership controls or invests in to do business with any other investment partnership of which the General Partner is the general partner or entities which such other partnership controls or invests in, in each case on terms which are arm’s-length and fair to the parties consistent with the fi duciary standards applicable to the General Partner.

Sec. 2.6 Exculpation

Neither the General Partner nor any of its offi cers, directors, members, managers, employees or agents or agents of any of them or employees of the Partnership, if any, shall be liable to any Partner or the Partnership for any act or failure to act on behalf of the Partnership, unless such act or failure to act resulted from willful misconduct, gross negligence or criminal wrongdoing. Each Indemnifi ed Person may consult with counsel and accountants in respect of the Partnership’s aff airs and shall be fully protected and justifi ed in any action or inaction which is taken in good faith reliance and in accordance with the advice or opinion of such counsel or accountants, so long as such counsel or accountants were selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provi-sions of this Section 2.6 shall not be construed so as to relieve (or attempt to relieve) any Indemnifi ed Person of any liability, to the extent (but only to the extent) that such liability may not be waived, modifi ed or limited under appli-cable law, but shall be construed so as to eff ectuate the provisions of this Section 2.6 to the fullest extent permitted by law. Notwithstanding the foregoing, no person will be exculpated or exonerated from liability, or indemnifi ed against loss, for violations of federal or state securities laws or for any other intentional or criminal wrongdoing.

Sec. 2.7 Indemnifi cation of General Partner

To the fullest extent permitted by law, the Partnership, out of its own assets and not out of the assets of any Partner, shall indemnify and hold harmless the General Partner and any member, manager, offi cer, director, partner, employee or agent of the General Partner and/or the legal representatives or controlling persons of any of them and any employee or agent of the Partnership (herein collectively called the “Indemnifi ed Persons”), from and against any loss, expense, judgment, settlement cost, fee and related expenses (including attorneys’ fees and expenses), costs or damages suff ered or sustained (i) by reason of being or having been the General Partner, a member, manager, offi -cer, director, partner, employee or agent (or a legal representative or controlling person of any of them) of the Gener-al Partner or any employee or agent of the Partnership, or (ii) arising out of or in connection with the business of the Partnership or the performance by the Indemnifi ed Person of any of the General Partner’s responsibilities hereunder, provided that an Indemnifi ed Person shall be entitled to indemnifi cation hereunder only if the Indemnifi ed Person reasonably believed its conduct to be in or not opposed to the best interests of the Partnership and the Indemnifi ed Person’s conduct did not constitute willful misconduct, gross negligence or criminal wrongdoing. Th e Partnership shall, in the sole discretion of the General Partner upon advice of counsel that such Indemnifi ed Person is not likely not to be entitled to such indemnifi cation, advance to any Indemnifi ed Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of conduct

Article II – 13

which is the subject of the indemnifi cation provided hereunder. Th e General Partner hereby agrees and each other Indemnifi ed Person shall agree, that in the event such Indemnifi ed Person receives any such advance, such Indem-nifi ed Person shall reimburse the Partnership for such advance to the extent that it shall be fi nally judicially deter-mined that such Indemnifi ed Person was not entitled to indemnifi cation under this Section 2.7.

Sec. 2.8. Identity of Securities

Notwithstanding Section 9.14 herein, in no event shall any Limited Partner directly or indirectly use for its own investment purposes or disclose to another person the identity of any Security held by the Partnership; the General Partner shall have the right not to disclose to the Limited Partners the identity of any or all of the Securi-ties held by the Partnership.

Sec. 2.9 Privacy Policy

Any and all nonpublic personal information received by the Partnership and/or the General Partner in he course of business with respect to the Limited Partners that are natural persons, including the information provid-ed to the Partnership by a Limited Partner in the subscription documents, shall not be shared with nonaffi liated third parties which are not service providers to the Partnership and/or the General Partner, without prior notice to such Limited Partners. Such service providers include but are not limited to the administrator, the auditors, the brokers and the legal advisors of the Partnership. Notwithstanding the foregoing, the Partnership and/or the General Partner may disclose such nonpublic personal information as required by law, including, but not limited to, the disclosure that may be required by the Uniting and Strengthening America Act by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 and the rules and regulations promulgated thereunder. Such policy shall also apply to the former Limited Partners who are natural persons. If the Partnership chooses to dispose of any Limited Partner’s nonpublic personal information that the Partnership is not legally bound to maintain, then the Partnership will do so in a manner that reasonably protects such informa-tion from unauthorized access.


5Article III

Capital Accounts of Partners and Operation Th ereof

Sec. 3.1 Defi nitions

For the purposes of this Agreement, unless the context otherwise requires:

(a) Th e term “Accounting Period” shall mean the following periods: Th e initial Accounting Period will begin upon the initial opening of the Partnership and each subsequent Accounting Period will begin immediately after the close of the immediately preceding Accounting Period. Each Accounting Period will close at the close of busi-ness on the fi rst to occur of (i) the date immediately prior to the eff ective date of the admission of a new Partner and/or an increase in a Partner’s Capital Contribution (as defi ned herein), (ii) the eff ective date of any withdrawal by a Partner, (iii) the date when the Partnership dissolves and/or terminates, (iv) the last Business Day of each month, (v) at such other time as may be required by governmental rules and regulations imposed upon the Gen-eral Partner, or the Partnership, or (vi) at such other time as the General Partner, in its sole discretion, may deter-mine.

(b) Th e term “Class A Aggregate Net Increase” shall mean, with respect to any period in which the Incentive Allocation is allocable at the Master Fund level, the excess (if any) of the aggregate appreciation over the aggregate depreciation credited or debited to the Partnership’s capital account in the Master Fund less any Management Fees charged to the Partnership’s capital account in the Master Fund (which is attributable to the Class A Limited Partners) with respect to such period.

(c) Th e term “Class B Aggregate Net Increase” shall mean with respect to any period in which the Incentive Allocation is allocable at the Master Fund level the excess (if any) of the aggregate appreciation over the aggregate depreciation credited or debited to the Partnership’s capital account in the Master Fund (which is attributable to the Class B Limited Partners) with respect to such period.

(d) Th e term “Beginning Value” shall mean, with respect to any Accounting Period, the value of the Partner-ship’s capital at the beginning of such Accounting Period.

(e) Th e term “Business Day” shall mean any day on which banks in New York are open for business (other than a Saturday or Sunday).

(f ) Th e term “Capital” shall mean the excess of the Partnership’s assets over its liabilities as defi ned in Sec. 3.7.

(g) Th e term “Capital Contribution” shall mean the amount of capital contributed to the Partnership by a Partner.

(h) Th e term “Class A Hurdle Return” means an amount equal to one percent (1%) of the portion of the

21 – LP Agreement

Partnership’s capital account balance in the Master Fund which is attributable to Class A Limited Partners, calculat-ed as of the beginning of each calendar quarter. Th e Class A Hurdle Return will be adjusted throughout the applica-ble period to refl ect additional capital contributions and withdrawals by the Partnership in the Master Fund (which are attributable to Class A Limited Partners). Th e Class A Hurdle Return is cumulative with respect to each quarter during a calendar year (but not from year to year). Th us, if the Class A Hurdle Return is not earned during a quarter in a calendar year, the shortfall will need to be made up during the following quarter in such year. Th e Class A Hur-dle Return will be prorated for partial periods.

(i) Th e term “Class B Hurdle Return” means an amount equal to six percent (6%) of the portion of the Part-nership’s capital account balance in the Master Fund which is attributable to Class B Limited Partners, calculated as of the beginning of each calendar year. Th e Class B Hurdle Return will be adjusted throughout the applicable period to refl ect additional capital contributions and withdrawals by the Partnership in the Master Fund (which are attrib-utable to Class B Limited Partners). Th e Class B Hurdle Return is non-cumulative with respect to each calendar year. Th us, if the Class B Hurdle Return is not earned during a calendar year, the shortfall will not need to be made up during the following calendar year. Th e Class B Hurdle Return will be prorated for partial periods.

(j) Th e term “Ending Value” shall, with respect to any Accounting Period, mean the value of the Partnership’s Capital at the end of such Accounting Period, before giving eff ect to withdrawals made during the Accounting Peri-od or any Management Fees paid or accrued during the Accounting Period.

(k) Th e term “Hurdle Return” means the Class A Hurdle Return and/or the Class B Hurdle Return, as the context requires.

(l) Th e term “Net Asset Value” shall mean the Partnership’s assets, at fair value, less its liabilities, at fair value, as calculated pursuant to Sec. 3.7.

(m) Th e term “Net Capital Appreciation” shall mean, with respect to any Accounting Period, the excess, if any, of the Ending Value over the Beginning Value.

(n) Th e term “Net Capital Depreciation” shall mean, with respect to any Accounting Period, the excess, if any, of the Beginning Value over the Ending Value.

Sec. 3.2 Capital Contributions

(a) Each Partner has made an initial contribution to the Partnership in the amount set forth opposite such Partner’s name in the Schedule (the “Initial Capital Contribution”). Th e minimum initial contribution to the Part-nership by each Class A Limited Partner is U.S.$50,000, and the minimum initial contribution to the Partnership by each Class B Limited Partner is U.S.$50,000. Th e minimum additional contribution by each Limited Partner is U.S.$50,000. Th e General Partner, may, in its discretion, waive all or part of the minimum initial contribution amount and/or the minimum additional contribution amount with respect to any Partner. Th e General Partner may, in its sole discretion, allow Partners to contribute property to the Partnership which shall be valued as of the date of the Partnership’s acceptance of any such contributions in accordance with Sec. 3.7 hereof.

(b) Th e General Partner may admit new Limited Partners and permit Limited Partners to make additional Capital Contributions monthly as of the fi rst Business Day of each calendar month, or at any other time in the General Partner’s sole discretion. Th e General Partner shall have the right to accept or decline to accept any such additional contributions or to change the permitted frequency of making such contributions. At the time of any additional Capital Contribution from a new or existing Partner, in the sole and absolute discretion of the General Partner, such Partner’s Capital Account may be debited by an amount determined in good faith by the General Part-ner to be equal to the pro rata share of estimated transaction and other costs which were previously incurred by the Partnership attributable to such additional Capital Contribution, as reimbursement for such costs.

(c) Capital Contributions must be received in cleared funds or, in the General Partner’s sole discretion, as prop-

Article III – 21

erty, on or prior to the fi rst Business Day of the calendar month the investment is to be made and shall be accept-ed, in the Partnership’s sole discretion, in accordance with the Partnership’s Net Asset Value as of the beginning of such month.

(d) Nothing contained in this Agreement will prohibit the General Partner, by itself or through its Affi liates or employees, from contributing as a Limited Partner.

Sec. 3.3 Capital Accounts

(a) A capital account (“Capital Account”) shall be established on the books of the Partnership for each Partner (including the General Partner). Th e Capital Account of each Partner shall be in an amount equal to such Partner’s Initial Capital Contribution, adjusted as hereinafter provided.

At the end of each Accounting Period, (i) the Capital Account of each Partner shall be increased by the amount of any additional Capital Contributions made by such Partner as of the beginning of such Accounting Period and (ii) the Capital Account of each Class A Limited Partner shall be decreased by the amount of any Man-agement Fees charged to such Class A Limited Partner’s Capital Account pursuant to Sec. 3.5(a)(i) during such Accounting Period.

(b) At the end of each Accounting Period, each Partner’s Capital Account shall be adjusted as follows: (i) each Partner’s Capital Account shall be increased or decreased by any Net Capital Appreciation or Net Capital Depreci-ation for such Accounting Period allocated to such Partner pursuant to Sec. 3.5(a)(ii); and (ii) each Partner’s Capi-tal Account shall be decreased by the amount of any withdrawals made by, or distributions made to, such Limited Partner as of the end of such Accounting Period. When appropriate, the Capital Account of each Partner also shall be adjusted as provided in Sec. 3.5(b). At the appropriate time, the Capital Account of each Partner that is a non-U.S. individual, non-U.S. corporation, non-U.S. partnership or other non-U.S. entity (a “Non-U.S. Partner”), also shall be decreased by the amount of such Non-U.S. Partner’s respective share of any taxes withheld and paid over by the Partnership pursuant to Sec. 4.2.

(c) For purposes of calculating the Management Fee with respect to Class A Limited Partners and Incentive Allocation (as defi ned herein) attributable to each Limited Partner, the Master Fund shall maintain, for book-keeping purposes only, a separate capital account and separate loss recovery account for each Limited Partner. Th e Management Fee shall be calculated separately with respect to each Class A Limited Partner’s capital account. Prior to the end of each period in which the Incentive Allocation is allocated at the Master Fund level, the Part-nership shall provide the Master Fund with an estimate of its on-going expenses for such period (“Partnership Expenses”). Appreciation, depreciation, Partnership Expenses and Management Fees (if applicable) with respect to each Limited Partner shall be credited or debited, as the case may be, to such Partner’s capital account, and each Limited Partner’s loss recovery account shall be adjusted accordingly. Th e applicable Hurdle Return shall be calcu-lated separately with respect to each Limited Partner’s capital account. Th e Incentive Allocation shall be calculated separately with respect to each Limited Partner’s capital account, after taking into account such Limited Partner’s loss recovery account and applicable Hurdle Return. Th e Incentive Allocation allocable with respect to the Part-nership’s capital account in the Master Fund with respect to any period shall be the aggregate Incentive Allocations allocable with respect to the capital account of each Limited Partner during such period.

(d) In the event that the Partnership has more than one class of partnership interests, separate Capital Ac-counts shall be maintained to refl ect each Partner’s interest in each class.

Sec. 3.4 Ownership Percentages

An “Ownership Percentage” shall mean, on any given date, (i) the balance of a Partner’s Capital Account divided by the aggregate balance in all of the Partners’ Capital Accounts as of such date, multiplied by (ii) one hundred percent (100%). Th e Ownership Percentages shall be set forth in the Schedule.

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Sec. 3.5 Allocation of Net Capital Appreciation and Net Capital Depreciation, Debiting of Management Fee

(a) At the end of each Accounting Period (i) all Management Fees payable by the Partnership during such Accounting Period which are attributable to each Class A Limited Partner pursuant to Sec. 2.3 shall be charged to such Class A Limited Partner’s Capital Account; and (ii) the Capital Account of each Partner shall be adjusted by crediting all Net Capital Appreciation or debiting all Net Capital Depreciation, as the case may be, to the Capital Accounts of all of the Partners in proportion to their respective Ownership Percentages as determined pursuant to Sec. 3.4.

(b) Except as provided in subparagraph (c) of this Sec. 3.5 and in Sec. 3.6, generally, the following amounts shall be reallocated (in the aggregate) from the Partnership’s capital account in the Master Fund to the Master Fund GP’s capital account in the Master Fund: (i) at the end of each calendar quarter of the Master Fund, twenty percent (20%) of the Class A Aggregate Net Increase in excess of the Class A Hurdle Return (the “Class A Incentive Alloca-tion”); and (ii) at the end of each calendar year of the Master Fund, twenty-fi ve (25%) of the Class B Aggregate Net Increase in excess of the Class B Hurdle Return (the “Class B Incentive Allocation” and together with the Class A Incentive Allocation, the “Incentive Allocation”). In the event that a Limited Partner withdraws from the Partner-ship and the Partnership, accordingly, withdraws a portion of its capital account in the Master Fund other than at the end of a calendar quarter, or calendar year, as applicable, net capital appreciation or net capital depreciation, as the case may be, allocable to the Partnership shall be determined through the date of withdrawal and the Incentive Allocation, if any, will be reallocated to the Master Fund GP as of the withdrawal date.

(c) Th e Master Fund GP may, in its discretion, waive all or part of the Incentive Allocation with respect to any Partner, including, without limitation, its affi liates, members and/or employees.

Sec. 3.6 Loss Recovery Account

Th e Master Fund will maintain a memorandum account on behalf of the Partnership, the opening balance of which is zero. Th e Master Fund GP’s Incentive Allocation shall be subject to the amount of the Partnership’s loss re-covery account from the preceding calendar quarter for Class A Interests, and calendar year for Class B Interests. At the end of each calendar quarter or calendar year, as applicable, the Partnership’s loss recovery account will be credit-ed with the aggregate net capital depreciation, if any, allocated to the Partnership’s capital account for such calendar quarter or calendar year, as applicable, and debited, but not below zero, with the aggregate net capital appreciation, if any, allocated to the Partnership’s capital account for such calendar quarter or calendar year, as applicable. Further-more, for the purposes of adjusting the Partnership’s loss recovery account, any Management Fees paid or accrued with respect to any calendar quarter or calendar year, as applicable, shall increase the amount of net capital deprecia-tion credited to the Partnership’s loss recovery account or decrease the amount of net capital appreciation debited to the Partnership’s loss recovery account, as the case may be, for such calendar quarter or calendar year, as applicable. Th e Master Fund GP will not be allocated any Incentive Allocation with respect to the Partnership’s capital account until the Partnership has recovered any negative balance in its loss recovery account. Th e amount which must be recovered will be reduced pro rata for withdrawals of capital.

Sec. 3.7 Valuation of Capital

Th e General Partner, or any party designated by the General Partner, shall determine the Partnership’s Net Asset Value the last day of each calendar month or such other times as determined by the General Partner in its sole discretion (the “Valuation Date”), as follows:

(a) Securities, other than options, that are listed or admitted to trading on one or more securities exchanges will be valued at the last sales price on the exchange selected by the General Partner (or an affi liate), acting in good faith, on the relevant Valuation Date or, if no sales took place on such Valuation Date, at the mean between the “bid” and “asked” prices at the close of trading on the exchange selected by the General Partner (or an affi liate), acting in good faith, on the relevant Valuation Date. Securities that are not listed or admitted to trading on an exchange, including,

Article III – 21

without limitation, “Brady Bonds,” or that are listed on an exchange which the General Partner (or an affi liate), in good faith believes does not accurately represent such securities’ true value, will be valued at the mean between the bid and asked prices provided by a dealer whom the General Partner (or an affi liate), acting in good faith, deter-mines to be a reputable dealer.

(b) Options and warrants that are listed or admitted to trading on one or more exchanges will be valued at the last sales price, if such price is equal to or is between, the “bid” and the “asked” prices (otherwise, the mean between the “bid” and “asked” prices will be used), on the exchange selected by the General Partner, acting in good faith, on the relevant Valuation Date. Options and warrants that are not listed or admitted to trading on an exchange or that are listed on an exchange which the General Partner (or an affi liate), in good faith believes does not accurately represent such securities’ true value, will be valued at the mean between the bid and asked prices provided by a dealer whom the General Partner (or an affi liate), acting in good faith, determines to be a reputable dealer. Th e General Partner (or an affi liate), acting in good faith, may also value options and warrants according to a valuation model or volatility formula based on volatility levels provided by dealers deemed to be reputable by the General Partner (or an affi liate).

(c) In the event the General Partner deems any of the foregoing valuation methods to be inadequately repre-sentative of an asset’s value, the General Partner, acting in good faith and a commercially reasonable manner, may assign to such asset an alternate value. Furthermore, all assets of the Partnership other than those described in the preceding two (2) paragraphs will be assigned such value as the General Partner (or an affi liate), may reasonably determine in good faith. Independent appraisals may be conducted but are not required.

(d) Liabilities will be determined using International Financial Reporting Standards (“IFRS”).

(e) All values assigned to Securities and other assets and liabilities by the General Partner pursuant to this Article III shall be fi nal and conclusive as to all of the Partners.

(f ) Fiscal year-end Net Asset Value calculations are audited by the Partnership’s independent auditor and may be revised as a result of such audit. In no event shall the General Partner or any entity appointed by the Gener-al Partner to determine the Partnership’s Net Asset Value, incur any individual liability or responsibility for any determination made or other action taken or omitted by them in the absence of gross negligence, willful default, fraud or dishonesty.

(g) Th e Partnership may suspend the valuation of its assets and liabilities during any period in which (i) any securities exchange on which the Partnership’s securities or other assets are regularly traded or quoted is closed (other than for legal holidays) or trading thereon has been suspended or restricted or (ii) it is otherwise not rea-sonably practicable, in the judgment of the General Partner, to make an accurate and timely determination of the value of the Partnership’s assets. Th e suspension of the valuation of the Partnership’s assets and liabilities shall terminate on the day following the fi rst Business Day on which the condition giving rise to the suspension shall have ceased to exist. Th e General Partner shall promptly notify Limited Partners of any such suspension, and the termination of any such suspension, by means of a written notice. Th e Partnership may suspend any distributions or withdrawals of any amounts from Capital Accounts for any period during which the Partnership has suspended the valuation of its assets and liabilities as provided above.

(h) All accrued debts and liabilities are deducted from the value of the Partnership’s assets in determining the Partnership’s Net Asset Value. Th ese debts and liabilities may include (a) fees of the General Partner (if any) that are earned but not yet paid, (b) any allowance for the Partnership’s estimated annual audit and legal fees and other operating expenses, (c) any contingencies for which reserves are determined to be required, (d) the value of options or commitments to purchase or sell securities or other assets pursuant to agreements entered into prior to the Valuation Date), and (e) liabilities (fi xed or contingent). Net Asset Valuations are expressed in United States Dollars and any items denominated in other currencies are translated at prevailing exchange rates as determined by the Administrator in consultation with the General Partner.

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Sec. 3.8 Allocation for Tax Purposes

For each fi scal year, items of income, deduction, gain, loss or credit as determined for federal income tax pur-poses shall be allocated among the Partners in such manner as to refl ect amounts allocated to the Capital Accounts of the Partners under this Agreement. Such allocation shall be made pursuant to the principles of Section 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and in conformity with Regulations §§ 1.704-1(b)(2)(iv)(f ) and 1.704-1(b)(4)(i) promulgated thereunder, or the successor provisions to such Section and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Part-ners such gains or income as shall be necessary to satisfy the “qualifi ed income off set” requirements of Regulations § 1.704-1(b)(2)(ii)(d).

If the Partnership realizes capital gains (including short-term capital gains) or capital losses for federal income tax purposes for any Fiscal Year as of the end of which one or more Positive Basis Partners (as hereinafter defi ned) or Negative Basis Partners (as hereinafter defi ned) withdraw from the Partnership pursuant to Articles IV, VI or VII, the General Partner may elect to allocate such capital gains or capital losses as follows: (i) to allocate such capital gains among such Positive Basis Partners, pro rata in proportion to the respective Positive Basis (as hereinafter de-fi ned) of each such Positive Basis Partner, until either the full amount of such capital gains shall have been so allocat-ed or the Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) to allocate any capital gains not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably refl ect the amounts credited to such Partners’ Capital Accounts pursuant to Sec. 3.5, (iii) to allocate such capital losses among such Negative Basis Partners, pro rata in proportion to the respective Negative Basis (as hereinafter defi ned) of each such Negative Basis Partner, until either the full amount of such capital losses shall have been so allocated or the Nega-tive Basis of each such Negative Basis Partner shall have been eliminated, and (iv) to allocate any capital losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably refl ect the amounts credited to such Partners’ Capital Accounts pursuant to Sec. 3.5.

As used herein, (i) the term “Positive Basis” shall mean, with respect to any Partner and as of any time of calcu-lation, the amount by which its interest in the Partnership as of such time exceeds its “adjusted tax basis” for Federal income tax purposes, in its interest in the Partnership as of such time (determined without regard to any adjust-ments made to such “adjusted tax basis” by reason of any transfer or assignment of such interest, including by reason of death), (ii) the term “Positive Basis Partner” shall mean any Partner who withdraws from the Partnership and who has Positive Basis as of the eff ective date of its withdrawal, but such Partner shall cease to be a Positive Basis Partner at such time as it shall have received allocations pursuant to clause (i) of the preceding sentence equal to its Positive Basis as of the eff ective date of its withdrawal, (iii) the term “Negative Basis” shall mean, with respect to any Partner and as of any time of calculation, the amount by which its “adjusted tax basis” for Federal income tax purposes in its interest in the Partnership as of such time (determined without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer or assignment of such interest, including by reason of death) exceeds its interest in the Partnership as of such time, and (iv) the term “Negative Basis Partner” shall mean any Partner who withdraws from the Partnership and who has Negative Basis as of the eff ective date of its withdrawal, but such Partner shall cease to be a Negative Basis Partner at such time as it shall have received allocations pursuant to clause (i) of the preceding sentence equal to its Negative Basis as of the eff ective date of its withdrawal.

Sec. 3.9 Determination by the General Partner of Certain Matters

All matters concerning the valuation of Securities and other assets and liabilities of the Partnership, the alloca-tion of profi ts, gains and losses among the Partners, including taxes thereon, and accounting procedures not ex-pressly provided for by the terms of this Agreement shall be determined or approved by the General Partner, whose determination or approval shall be fi nal and conclusive as to all of the Partners.

Sec. 3.10 Adjustments to Take Account of Interim Year Events

If the Code or rules and/or regulations promulgated thereunder require a withholding of taxes or other adjust-

Article III – 21

ment of the Capital Account of a Partner or some other interim year event occurs necessitating in the General Partner’s judgment an equitable adjustment, the General Partner shall make adjustments in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Own-ership Percentages, Incentive Allocations, any Management Fee, items of income, deduction, gain, loss, credit or withholding for tax purposes and accounting procedures or such other fi nancial or tax items as shall equitably take into account such interim year event and applicable provisions of law, and the determination thereof by the Gen-eral Partner shall be fi nal and conclusive as to all of the Partners.

Sec. 3.11 New Issues

Th ough not currently anticipated, the Partnership may in the future invest in “new issues” (generally defi ned in U.S. National Association of Securities Dealers Conduct Rule 2790, as it may be amended, supplemented or replaced from time to time (the “NASD Rule) as any initial public off ering of an equity security). Th e NASD has taken the position that the profi t and loss generated by such new issues may not be allocated, except in lim-ited circumstances, to an account in which a limited partner that falls under the category “restricted persons” has an interest. In the event the Partnership invests in “new issues”, Partners who are “restricted persons” within the meaning of the NASD Rule may be prohibited from participating in such “new issues” in whole or in part. Th e General Partner may, in its sole discretion, make special allocations to prevent all or part of the benefi cial interest in a Partner’s Capital Account from participating in “new issues” so as to comply with the NASD Rule.

Sec. 3.12 Expenses

Th e Partnership will be responsible for all ongoing costs and expenses associated with its operations includ-ing, without limitation, costs and expenses relating to transactions in securities and positions for the Partnership’s account including, but not limited to, brokerage commissions, interest and commitment expenses on loans and debt balances, borrowing charges on securities sold short, dividends on securities sold short, but not yet pur-chased, transfer taxes, custodial fees and expenses, administrative fees and expenses, research fees and expenses, reporting expenses, legal, accounting and consulting fees and expenses, interest expense, litigation expenses, taxes, the Management Fee and all extraordinary expenses. Th e General Partner and any affi liates retained by it will be reimbursed for reasonable out-of-pocket expenses incurred on behalf of the Partnership. Such reimbursable ex-penses will not include any expense attributable to their provision of management and offi ce personnel and space required for the performance of their services as well as any travel related expenses.

To the extent the Partnership’s assets are invested in the Master Fund, any or all of the fees and expenses payable by the Partnership will be paid by the Partnership or the Master Fund, but will not be duplicated (other than fees and expenses incurred by both the Partnership and the Master Fund such as, without limitation, admin-istration fees).


6Article IV

Withdrawals, Distributions of Capital and Transfers

Sec. 4.1 Withdrawals and Distributions in General

No Limited Partner shall be entitled (i) to receive distributions from the Partnership, except as provided in Sec. 3.8 and Sec. 7.2; or (ii) to withdraw voluntarily any amount from its Capital Account other than upon its withdrawal from the Partnership as provided in Sec. 4.2.

Sec. 4.2 Withdrawals

(a) Class A Limited Partners. Subject to any Class A Withdrawal Fees (as defi ned herein), a Class A Limited Partner has the right, upon sixty (60) days’ prior written notice to the Administrator, to make a partial or total withdrawal from its Capital Account as of the last day of each calendar quarter or such other date as determined by the General Partner (each a “Class A Withdrawal Date”).

A withdrawal fee of fi ve percent (5%) of the withdrawal amount will be charged for withdrawals made by Class A Limited Partners within the fi rst six (6) months after each capital contribution (the “Initial Class A With-drawal Fee”). A withdrawal fee of two percent (2%) of the withdrawal amount will be charged for withdrawals by Class A Limited Partners occurring any time following the fi rst six (6) months and preceding the twelve (12) month anniversary of each capital contribution (the “Subsequent Class A Withdrawal Fee”).

In addition to the foregoing, the General Partner, in its sole discretion, may permit any Class A Limited Partner to withdraw all or any portion of its Capital Account on a day other than the last day of a calendar quar-ter and/or on less than sixty (60) days prior written notice subject to a withdrawal fee of two percent (2%) (the “Notice Withdrawal Fee” and together with the Initial Class A Withdrawal Fee and Subsequent Class A With-drawal Fee, the “Class A Withdrawal Fees”); provided, however, that in no event will any Class A Limited Partner be charged withdrawal fees in excess of fi ve percent (5%) for a withdrawal. Th e Class A Withdrawal Fees will be deducted from the amount otherwise payable to a withdrawing Class A Limited Partner and will be payable to the Partnership. Th e General Partner may, in its sole discretion, waive or reduce the Withdrawal Fees otherwise due with respect to any Class A Limited Partner’s investment, by rebate or otherwise.

(b) Class B Limited Partners. A Class B Limited Partner has the right upon sixty (60) days’ prior written notice to the Administrator to make a partial or total withdrawal of any capital contribution from its Capital Ac-count as of the last Business Day of the calendar month in which the Class B Lock-Up Period (as defi ned below) expires, and thereafter, on the last Business Day of the calendar month in which each twelve (12) month anniver-sary of the expiration of such Class B Lock-Up Period falls, or such other date as determined by the General Part-ner (each a “Class B Withdrawal Date” and together with the Class A Withdrawal Date, the “Withdrawal Date”). Th e General Partner, in its sole discretion, may waive or reduce the Class B Lock-Up Period and/or the notice period required for withdrawals by Class B Limited Partners. In addition, withdrawals by Class B Limited Partners

25 – LP Agreement

will not be subject to any Withdrawal Fees.

Class B Lock-Up Period. Notwithstanding anything to the contrary, a Class B Limited Partner may not with-draw any capital contribution (and any appreciation thereon) until after the expiration of the twelve (12) month period (the “Class B Lock-Up Period”) following the contribution of such capital, without the prior written consent of the General Partner, which may be granted or denied in the General Partner’s sole discretion.

(c) Payment of Withdrawal Proceeds. Each withdrawing Limited Partner will receive, at the General Partner’s sole discretion, at least ninety percent (90%) of its estimated withdrawal amount within thirty (30) days after its With-drawal Date, with the balance payable within thirty (30) days after the completion of the Partnership’s annual audit.

(d) Inability to Liquidate; Suspension. In circumstances where the Master Fund is unable to liquidate securities positions in an orderly manner in order to fund withdrawals, or where the value of the net assets and liabilities of the Partnership cannot reasonably be determined, the Partnership may take longer than the aforementioned time periods to eff ect settlements of withdrawals and/or the Partnership may establish a liquidating trust. In addition, the Partnership may extend the duration of the withdrawal notice period if the General Partner deems such an extension as being in the best interest of the Partnership and the non-withdrawing Limited Partners. Th e General Partner re-serves the right to suspend or limit the rights of Limited Partners to withdraw from the Partnership and/or to receive withdrawal payments, upon the occurrence of an event that may result in dissolution of the Partnership or at any other time in the General Partner’s sole discretion. Th e Partnership may withhold a portion of any proceeds of with-drawals if necessary to comply with applicable regulatory requirements. In addition, the Partnership, in the General Partner’s sole discretion, may settle any given withdrawal, as a whole or in part, in kind.

(e) Compulsory Withdrawals. Th e General Partner has the right to require a compulsory withdrawal of all or part of a Limited Partner’s Interest in the Partnership, in its sole and absolute discretion, for any or no reason. A notice of termination pursuant to this Sec. 4.2(g) shall have the same eff ect as a notice of withdrawal by the Limited Partner, and the Limited Partner receiving such notice shall be treated for all purposes and in all respects as a Limited Part-ner who has given notice of withdrawal. Furthermore, withdrawals are subject to the General Partner’s discretion to establish reserves.

(f ) General Partner Withdrawals. Th e General Partner and its affi liates may make withdrawals, including current earnings and allocations, from their Capital Accounts at any time without notice to the Limited Partners. In addi-tion, the General Partner may withdraw as the Partnership’s general partner at any time upon notice to the Limited Partners.

(g) Withholding Tax. Notwithstanding any provision of this Agreement to the contrary, the General Partner shall withhold and pay over to the Internal Revenue Service, pursuant to Sections 1441, 1445 and 1446 and any other withholding tax provisions of the Code, or any successor provision, at such times as required by such Section, such amounts as the Partnership is required to withhold under such Sections, as from time to time in eff ect, on account of each non-U.S. Partner’s distributive share of the Partnership’s items of gross income which are subject to withholding tax pursuant to such Section. To the extent that a non-U.S. Partner claims to be entitled to a reduced rate of, or exemption from, U.S withholding tax pursuant to an applicable income tax treaty, or otherwise, the non-U.S. Partner shall furnish the General Partner with such information and forms as they may require and are nec-essary to comply with the regulations governing the obligations of withholding tax agents. Each non-U.S. Partner represents and warrants that any such information and forms furnished by it shall be true and accurate, and agrees to indemnify the Partnership and each of the Partners from any and all damages, costs and expenses resulting from the fi ling of inaccurate or incomplete information or forms relating to such withholding taxes.

Any amount of withholding taxes withheld and paid over by the General Partner with respect to a non-U.S. Partner’s distributive share of the Partnership’s gross income shall be treated as a distribution to such non-U.S. Part-ner and shall be charged against the Capital Account of such non-U.S. Partner.

Article IV – 25

Sec. 4.3 Limitations on Withdrawals

Th e right of any Limited Partner to withdraw any amount from its Capital Account pursuant to the provi-sions of Sec. 4.2 is subject to the provision by the General Partner for all Partnership liabilities in accordance with the Act, and for reserves for estimated accrued expenses, liabilities and contingencies, in accordance with the tax allocation provision of Sec. 3.8.

Sec. 4.4 Transferability and Assignability of Interest

A Limited Partner may not pledge, transfer or assign its interest in the Partnership as a whole or in part to any person (except by operation of law) nor shall it be entitled to substitute for itself as a Limited Partner any oth-er person without the express prior written consent of the General Partner, which consent may be withheld by the General Partner in its sole discretion for any or no reason. Any attempted transfer, pledge, assignment or substitu-tion not made in accordance with the preceding sentence shall be void

27– LP Agreement27– LP Agreeemement

8Article V

Admission of New Limited Partners

Sec. 5.1 New Limited Partners

Subject only to the condition that each new Limited Partner shall execute an appropriate supplement to this Agreement pursuant to which it agrees to be bound by the terms and provisions hereof, the General Partner may admit one or more new Limited Partner(s) on a monthly basis as of the fi rst Business Day of each calendar month, or at any other time in the General Partner’s sole discretion. Admission of a new Limited Partner shall not be a cause for dissolution of the Partnership. Th e General Partner may refuse to admit any new Limited Partner to the Partnership at its discretion. Th e General Partner may modify the frequency of permitted admissions. Addi-tionally, the General Partner may, in its sole discretion, “close” the Partnership at any time by refusing to (i) allow admission of new Limited Partners and/or (ii) accept additional capital contributions by existing Limited Partners, without notice to the Limited Partners. Notwithstanding the foregoing, the General Partner may, at its sole discre-tion, reopen the Partnership as of any date.

Sec. 5.2 New General Partner

Without the consent of the Limited Partners, the General Partner may designate an affi liate of the General Partner (the “Designee”) to be added or substituted as a general partner. Any such Designee to be added shall be deemed to be admitted upon their execution of this Agreement. Any such Designee to be substituted shall be deemed to be admitted immediately prior to the withdrawal of the General Partner. Upon admission to the Partnership, the Designee shall become, and have all of the rights, powers and duties of, the General Partner for all purposes of this Agreement. Notwithstanding the foregoing, no Designee shall be added or substituted as a general partner of the Partnership if such addition or substitution would adversely aff ect the Limited Partners or the Part-nership. Except as required by applicable law, changes in the partners, directors or offi cers of the General Partner shall not require the consent of the Limited Partners and shall not dissolve the Partnership.


9Article VI

Withdrawal on Death, Disability, Etc.

Sec. 6.1 Death, etc. of Limited Partners

(a) Th e withdrawal, death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of a Limited Partner shall not dissolve the Partnership. Th e legal representatives of a Limited Partner shall succeed as assignee to the Limited Partner’s interest in the Partnership upon the death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of a Limited Partner, but shall not be admitted as a substituted limited partner without the consent of the General Partner, which consent may be arbitrarily withheld.

(b) In the event of death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or disso-lution of a Limited Partner or the giving of notice of withdrawal by a Limited Partner, the interest of such Limited Partner shall continue at the risk of the Partnership’s business until withdrawn pursuant to the terms of this Agree-ment or the earlier termination of the Partnership.

(c) Th e interest of a Limited Partner who gives notice of withdrawal pursuant to this Sec. 6.1 shall not be in-cluded in calculating the Ownership Percentages of the Partners required to take any action under this Agreement.

Sec. 6.2 Eff ective Date of Withdrawal

Th e Capital Account of a withdrawing Limited Partner shall be determined as of the eff ective date of its withdrawal. For purposes of this Sec. 6.2, the eff ective date of a Limited Partner’s withdrawal with respect to its Capital Account shall mean (as the case may be): (i) the last day such Limited Partner shall cease to be a Limited Partner pursuant to Sec. 6.1; or (ii) the date the General Partner notifi es the Limited Partner, either in oral or writ-ten form, with respect to Sec. 4.2.

Sec. 6.3 Limitations on Withdrawal of Capital Account

Th e right of any withdrawn Limited Partner or its legal representatives to have distributed the Capital Ac-count of such Limited Partner pursuant to this Article VI is subject to the provision by the General Partner for all Partnership liabilities in accordance with the Act, and for reserves for estimated accrued expenses, liabilities and contingencies, all in accordance with the tax allocation provision of Sec. 3.8 and Sec. 4.3. Th e unused portion of any reserve shall be distributed after the General Partner has determined that the need therefor shall have ceased.


10Article VII

Duration and Termination of Partnership

Sec. 7.1 Duration

Th e Partnership shall terminate on December 31, 2078; provided, however, that the General Partner, in its sole discretion, may terminate the Partnership at any time upon thirty (30) days’ prior written notice to the Lim-ited Partners and provided further that the Partnership shall terminate either upon the resignation, withdrawal, bankruptcy or insolvency of the General Partner, unless a successor general partner has been designated in accor-dance with Section 5.2, or upon the entry of a decree of dissolution.

Sec. 7.2 Termination

On termination of the business of the Partnership, the General Partner shall, within a reasonable time period after completion of a fi nal audit of the Partnership’s books and records, make distributions out of Partnership net assets in the following manner and order:

(a) to creditors, including Partners who are creditors, to the extent permitted by law, in satisfaction of liabili-ties of the Partnership (whether by payment or by establishment of reserves); and

(b) to the Partners in the proportion of the value of their respective Capital Accounts.

For purposes of distributing the net assets of the Partnership upon termination, the General Partner shall be entitled to a return, on a pari passu basis with the Limited Partners, of the amount standing to its credit in its Capital Account.

Notwithstanding the foregoing, upon dissolution of the Partnership, the General Partner and/or any liquida-tor of the Partnership, in its sole discretion, shall have the authority to place the Partnership’s net assets in a trust or some other arrangement rather than distribute such net assets in accordance with Section 7.2 above. Th e invest-ments therein and any proceeds from a disposition of such investments shall be distributed to the Partners when appropriate, as determined by the General Partner and/or the liquidator in their sole and absolute discretion.


11Article VIII

Tax Returns; Reports to Partners

Sec. 8.1 Auditors

Th e books and records of the Partnership shall be audited as of the end of each fi scal year of the Partnership by accountants selected by the General Partner.

Sec. 8.2 Filing of Tax Returns

Th e General Partner shall prepare and fi le, or cause a suitable accounting fi rm to prepare and fi le, federal income tax and information returns in compliance with the Code and any required state and local income tax and information returns for each tax year of the Partnership. Th e General Partner shall have the authority to prepare and submit tax returns on behalf of the Partnership during the winding up process.

Sec. 8.3 Reports to Partners

As soon as practicable after the end of each fi scal year the Partnership shall prepare and mail to each Limited Partner, or shall cause others to do so, a fi nancial report certifi ed by the Partnership’s independent accountants setting forth the following:

(a) a balance sheet of the Partnership as of the close of such fi scal year;

(b) a statement showing the net profi ts or net losses of the Partnership for such fi scal year in reasonable detail;

(c) a statement indicating the balance of such Limited Partner’s Capital Account as of the beginning of such fi scal year;

(d) a statement indicating the amount of net profi t or net loss allocated to such Partner’s Capital Account for such fi scal year;

(e) a statement indicating any distribution to such Limited Partner, and any withdrawals from or additional Capital Contributions to the Capital Account of such Limited Partner, during such fi scal year; and

(f ) a statement indicating the balance of such Limited Partner’s Capital Account as of the end of such fi scal year.

Th e fi nancial report for each fi scal year shall be accompanied by the report thereon of the independent ac-countants for the Partnership selected by the General Partner. Th e Partnership shall not be required to provide to

34 – LP Agreement

any Limited Partner in writing any listing of its assets or liabilities or any portion thereof.

As soon as practicable after the end of each fi scal year, the Partnership shall prepare and mail, or cause its accountants to prepare and mail, to each Partner and, to the extent necessary, to each former Partner (or such Part-ner’s legal representatives), a report setting forth in suffi cient detail such information as shall enable such Partner or former Partner (or such Partner’s legal representatives) to prepare their respective federal, state and local income tax returns in accordance with the laws, rules and regulations then prevailing.

As soon as practicable following completion of the audit provided for in Sec. 8.1, the Partnership intends to prepare and mail, or cause to be prepared and mailed, to each Limited Partner a fi nancial report regarding the Partnership, together with the report thereon submitted by the accountants selected by the General Partner.

Tax information shall be provided and shall set forth in suffi cient detail such information as shall enable each Partner, or former Partner, as necessary, to prepare its respective federal income tax returns in accordance with the laws, rules and regulations then prevailing. Costs incurred with respect to such reporting shall be treated as an expense of the Partnership. Th e Partnership makes no guarantee that such report shall be received by Partners by any particular time.

Th e General Partner reserves the right not to disclose its positions in all or some fi nancial instruments, at its discretion.

Sec. 8.4 Tax Matters Partner

Th e General Partner shall at all times constitute, and have full powers and responsibilities as, the Tax Matters Partner of the Partnership for purposes of Section 6231(a)(7) of the Code. Each person (herein called a “Pass-Th ru Partner”) that holds or controls an interest as a Limited Partner on behalf of, or for the benefi t of another person or persons, or which Pass-Th ru Partner is benefi cially owned (directly or indirectly) by another person or persons shall, within thirty (30) days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of benefi cial in-terests in the Partnership holding such interests through such Pass-Th ru Partner. In the event the Partnership shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Partnership is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be fi nal and binding upon, the Partnership and each Partner thereof. All expenses incurred in connection with any such audit, investigation, settlement or review shall be borne by the Partnership.

Th e General Partner agrees to take whatever action is necessary (including, if necessary, the fi ling of IRS 8832) to ensure that the Partnership will be classifi ed as a partnership for federal income tax purposes under the Code and the regulations promulgated thereunder. In addition, the General Partner agrees to take all actions nec-essary to ensure that the Partnership will be classifi ed as a partnership for state and local income tax purposes.


7Article IX

Miscellaneous

Sec. 9.1 General

Th is Agreement: (i) shall be binding on the executors, administrators, estates, heirs, and legal successors and representatives of the Partners; and (ii) may be executed through the use of separate signature pages or in any number of counterparts with the same eff ect as if the parties executing such counterparts had all executed one counterpart; provided, however, that each such counterpart shall have been executed by the General Partner and that the counterparts, in the aggregate, shall have been signed by all of the Partners.

Sec. 9.2 Method of Distribution

All distributions made pursuant to this Agreement shall be made in cash or in kind or both, as the General Partner, in its sole discretion, may determine.

Sec. 9.3 Power of Attorney

Each of the Limited Partners hereby appoints the General Partner, and its managing member or manager, as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, ac-knowledge, swear to and fi le:

(a) Certifi cate of Limited Partnership of the Partnership and all amendments thereto as may be required un-der the Act, as amended from time to time;

(b) any amendment to this Agreement duly approved as provided in Sec. 9.4 or by operation of Sec. 9.5;

(c) any and all instruments, certifi cates, and other documents that may be deemed necessary or desirable to eff ect the winding-up and dissolution of the Partnership (including, but not limited to, Certifi cate of Cancellation of Limited Partnership; and

(d) any business certifi cate, fi ctitious name certifi cate, amendment thereto, or other instrument or document of any kind necessary or desirable to accomplish the business, purpose and objectives of the Partnership, or re-quired by any applicable federal, state or local law.

Th e power of attorney hereby granted by each of the Partners is coupled with an interest, is irrevocable, and shall survive, and shall not be aff ected by, the subsequent death, disability, incompetency, termination, bankrupt-cy, insolvency or dissolution of such Limited Partner.

Sec. 9.4 Amendments to this Agreement

39 – LP Agreement

Th e terms and provisions of this Agreement may be modifi ed or amended at any time and from time to time with the written consent of the General Partner and Limited Partners having in excess of 50% of the aggregate Limited Partnership Interests in the Partnership. Notwithstanding the foregoing, the General Partner may, with-out the consent of any Limited Partner, amend the Partnership Agreement to

(i) refl ect the admission of new Limited Partners or the withdrawal of existing Limited Partners in the Part-nership in accordance with the provisions of this Agreement and changes validly made in the Capital Contribu-tions and Partnership Percentages of the Partners,

(ii) refl ect a change in the name of the Partnership,

(iii) make a change that is necessary or, in the opinion of the General Partner, advisable to qualify the Part-nership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state, or ensure that the Partnership will not be taxable as a corporation for federal income tax purpos-es,

(iv) make a change that is necessary or desirable to cure any ambiguity, to correct or supplement any provi-sion in the Partnership Agreement that would be inconsistent with any other provision in the Partnership Agree-ment, in each case so long as such change does not adversely aff ect the Limited Partners,

(v) make a change that is necessary or desirable to satisfy any requirements, conditions or guidelines con-tained in any opinion, directive, order, ruling or regulation of any federal or state statute, so long as such change is made in a manner which minimizes any adverse eff ect on the Limited Partners, or make a change that is required or contemplated by the Partnership Agreement,

(vi) make a change in any provision of the Partnership Agreement that requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to the requirements of applicable Delaware law if the provisions of applicable Delaware law are amended, modifi ed or revoked so that the taking of such action is no longer required,

(vii) prevent the Partnership or the General Partner from in any manner being deemed an “investment com-pany” subject to the provisions of the 1940 Act,

(viii) prevent the General Partner from becoming a fi duciary (as such term is used in the Employee Retire-ment Income Security Act of 1974, as amended (“ERISA”)),

(ix) create a new class or group of partnership interests that was not previously outstanding and to which there may attach fi nancial terms and conditions that diff er from those that attach to other such classes of interests,

(x) make any change that does not adversely aff ect the Limited Partners in any material respect; or

(xi) make any other amendments similar to the foregoing. Notwithstanding any provision in this Agreement to the contrary, no amendment to this Agreement shall

(i) increase the liability of a Limited Partner without such Limited Partner’s consent,

(ii) reduce the Capital Account or Capital Accounts (as the case may be) of any Limited Partner or its rights of contribution or withdrawal with respect thereto; or

(iii) amend this Sec. 9.4.

Sec. 9.5 Actions by Written Consent, Consent by Silence

All actions, votes or consents required or permitted to be taken by the Limited Partners will be taken by the

Article IX – 39

written consent of Limited Partners holding in aggregate not less than the minimum Ownership Percentages spec-ifi ed herein as to the particular action, vote or consent. Notwithstanding the foregoing, for purposes of obtaining any such consent as to any matter proposed by the General Partner, the General Partner may, in the notice seeking consent of Limited Partners, require a response within a specifi ed period (which will not be less than fi fteen days) and failure to give the General Partner written notice of opposition to the proposed action within that period will constitute a vote and consent to approve the proposed action. Except as otherwise expressly provided in the pro-posal for an action, that action will be eff ective immediately after the required signatures have been obtained or, if applicable, the expiration of the period within which responses were required, if that requirement was imposed and there were not votes cast against such action in the amount necessary to prevent the action from becoming eff ective.

Sec. 9.6 Adjustment of Basis of Partnership Property

In the event of a distribution of Partnership property to a Partner or an assignment or other transfer (includ-ing by reason of death) of all or part of the interest of a Partner in the Partnership, at the request of a Partner, the General Partner, in its discretion, may cause the Partnership to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Partnership property as provided by Section 734 and 743 of the Code.

Sec. 9.7 Choice of Law

Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties ex-pressly agree that all of the terms and provisions hereof shall be construed under the laws of the State of Delaware.

Sec. 9.8 Notices

Each notice relating to this Agreement shall be in writing and delivered in person, by facsimile or by reg-istered or certifi ed mail or a recognized courier. All notices to the Partnership shall be addressed to its principal offi ce and place of business. All notices addressed to a Partner shall be addressed to such Partner at the address set forth in the Schedule. Any Partner may designate a new address by notice to that eff ect given to the Partnership. Unless otherwise specifi cally provided in this Agreement, a notice shall be deemed to have been eff ectively given when faxed or mailed by registered or certifi ed mail or delivered by recognized courier to the proper address or when delivered in person.

Sec. 9.9 Good Will

No value shall be placed on the name or good will of the Partnership, which shall belong exclusively to the General Partner.

Sec. 9.10 Headings

Th e titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement.

Sec. 9.11 Pronouns

All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons, fi rm or corporation may require in the context thereof.

Sec. 9.12 Cross Reference to Specifi c Sections

Th e cross references made in one or more sections of this Agreement to another section or other sections in this Agreement (rather than such cross references only containing a general cross reference to other sections such

39 – LP Agreement

as “except as otherwise stated or provided herein”) are intended only as a guide to assist in the expeditious reading, understanding and interpretation of this Agreement; and such cross references are not intended to be, nor shall they be construed to be, the sole and only means by which the applicable section or sections of the Agreement, taken in its entirety, is to be interpreted.

Sec. 9.13 Partial Invalidity

Th e invalidity of all or any part of any paragraph or subparagraph of this Agreement shall not render invalid the remainder of this Agreement or any such paragraph or subparagraph.

Sec. 9.14 Confi dentiality

Each Limited Partner hereby agrees that it shall not employ the General Partner’s portfolio construction meth-odology or divulge to third parties, other than any such Limited Partner’s legal and accounting advisors, the identity of any Security held by the Partnership and the General Partner’s trading strategy with respect to and positions in any such Limited Partner’s Capital Account or Capital Accounts (as the case may be). Furthermore, each Limited Partner understands and agrees that it does not have the right to know the names or identities of the other Limited Partners.

Notwithstanding the foregoing, the Partnership, the General Partner and each Limited Partner (and any em-ployee, representative or other agent of the Partnership, the General Partner, or any Limited Partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated by the Partnership’s Memorandum. However, any such information relating to the U.S. federal income tax treatment or tax structure is required to be kept confi dential to the extent necessary to comply with any applicable U.S. federal or state securities laws. For this purpose, tax treatment and tax structure shall not include (i) the identity of the Partnership, the General Partner or any Limited Partner (or, in each case, any affi li-ate thereof ), (ii) any investment or transaction entered into by the Partnership, the General Partner or any Limited Partner (or, in each case, any affi liate thereof ), (iii) any performance information relating to the Partnership, the General Partner or any Limited Partner (or in each case, any affi liate thereof ), (iv) any performance or other infor-mation relating to previous funds or investments sponsored by the General Partner, or (v) other nonpublic business or fi nancial information (including, without limitation, the amount of any fees, expenses, rates or payments) that is not relevant to an understanding of the U.S. tax treatment of the transactions contemplated by the Partnership’s Memorandum.

Sec. 9.15 Entire Agreement

Th is Agreement constitutes and represents the entire Agreement between the parties hereto and supersedes any prior understandings or agreements, written or oral.

Sec. 9.16 No Waiver

No waiver of any provision of this Agreement shall be eff ective unless it is in writing, signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specifi c instance to which is related and shall not be deemed to be a continuing or further waiver.

Sec. 9.17 Jurisdiction

For purposes of any claim arising under this Agreement, each of the parties hereto hereby submits to the non-exclusive jurisdiction of the courts of the State of New York and of the United States having jurisdiction in the State of New York, and agrees not to raise and waives any objection to or defense based upon the venue of any such court or based upon forum non conveniens. Each of the parties consents to service of process by personal service in any manner in which notice may be delivered hereunder in accordance with Sec. 9.8 above.

Article IX – 39

Sec. 9.18 Interpretation

Th is Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any question should arise with respect to the operation of the Partnership, which is not otherwise specifi cally provided for in this Agreement, or with respect to the inter-pretation of this Agreement, the General Partner is hereby authorized to make a fi nal determination with respect to any such question and to interpret this Agreement in such a manner as it shall deem fair and equitable, and its determination and interpretations so made shall be fi nal and binding on all parties. Whenever possible, the provi-sions of this Agreement shall be interpreted in such manner as to be eff ective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under said applicable law, such provision shall be ineff ective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agree-ment shall continue to be binding and in full force and eff ect.


12Signature

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date fi rst set forth above.

General PartnerWharton Global Capital LLCBy:__________________________________________________ ______________________________ Name Title

Limited Partner

Each person who shall sign a Limited Partner Signature Page in the form attached in the Subscription Agree-ment and who shall be accepted by the General Partner to the Partnership as a Limited Partner.

oracleofi nvesting.com

MAKE IT HAPPENAfter reading the Private Placement Memorandum and signing the Subscription

Agreement you are ready to join Oracle of Investing Fund LP. Welcome to the family.

www.oracleofi nvesting.comORACLE of Investing

Oracle of Investing

228 Park Ave SNew York, NY 10003

Phone (212) 729-4318

Email partners@oracleofi nvesting.com

6 lp agreement, oracle of investing fund lp

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