Limited partnership agreement for investment in securities HEDGE FUND

Limited partnership agreement for investment in securities ("hedge fund"). Article I. General Provisions Section 1.01. Partnership Name. The partnership shall do business under the name of _________. Section 1.02. Fiscal Year. The fiscal year of the partnership shall be the calendar year or any other one year period as the managing partners (as defined) shall determine. Section 1.03. Nature and Liability of Partners. Those partners who are designated in schedule I as general partners (called "general partners") shall be general partners and shall have unlimited liability for the repayment, satisfaction and discharge of all debts, liabilities and obligations of the partnership to the full extent of their respective assets. Those partners who are designated in schedule I as limited partners (called "limited partners") shall be limited partners and shall be liable for the repayment, satisfaction and discharge of all debts, liabilities and obligations of the partnership only to the extent of their respective capital contributions and not in excess. The partners agree among themselves to share all losses, liabilities or expenses suffered or incurred by virtue of the operation of the preceding paragraphs of this section 1.03 in the proportions that their capital accounts (as defined) bear to each other at the beginning of each subject fiscal year, up to the limit of their respective capital contributions. Section 1.04. Purposes of Partnership. The partnership is organized for the following objects and purposes: (a). To invest and trade, on margin or otherwise, in capital stock, bonds, notes, debentures, and other obligations, instruments or evidences of indebtedness commonly referred to as securities, in rights and options (all such items being collectively called "securities") and to sell securities short. (b). 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 held or owned by the partnership with the ultimate objective of the preservation, protection, improvement and enhancement in value. (c). To borrow or raise moneys and, from time to time without limit as to amount, to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure their payment and their interest by assignment of any part of the property of the partnership, whether at the time owned or later acquired, and to sell, pledge or otherwise dispose of bonds or other obligations of the partnership for its purposes. (d). To have and maintain one or more offices within or without the state of _________ and to rent or acquire office space, engage personnel and do other acts and things as may be necessary or advisable in connection with the maintenance of the office or offices. (e). To enter into, make and perform all contracts, agreements and other undertakings as may be necessary or advisable or incident to the carrying out of the above objects and purposes. Section 1.05. Assignability of Interest. No partner may assign his or her interest in whole or in part to any other person except by will or operation of law. Article II. Management of Partnership Section 2.01. Management Generally. The management, operation and policy of the partnership shall be vested in the general partners who are designated in schedule I as managing partners or new general partners as may be designated by all general partners as managing partners (called "managing partners"). Section 2.02. Authority of Partners. Each managing partner shall have the power (except as otherwise provided) on behalf and in the name of the partnership to: (a). Carry out and implement any and all of the objects and purposes of the partnership set forth in subparagraphs (a) through (e), inclusive, of section 1.04 and, without limiting the generality of the above to: (b). Conduct accounts, including margin accounts, with brokers. (c). Open, maintain and close bank accounts and draw checks or other orders for the payment of money. (d). Receive, receipt for and otherwise dispose of and deal in all securities, checks, moneys and other personal property of the partnership. (e). Do any and all acts required of the partnership with respect to its interest in any corporations, including but not limited to making, executing and signing all instruments, documents and certificates which may be required for the organization and operation of any corporations. Section 2.03. Reliance by Third Parties. Third parties dealing with the partnership are entitled to rely conclusively upon the power and authority of each managing partner as set forth subject only to the limitations set forth in the two provisos contained in section 2.02. Section 2.04. Activity of Managing Partners. Each managing partner agrees to use his or her best efforts in connection with the purposes and objects of the partnership, provided, however, that nothing contained in this section 2.04 shall preclude any managing partner (a) from acting, consistent, however, with the above, as: an investment counselor for others; a director, officer and/or employee of any corporation; a trustee of any trust; a partner of any partnership; or an administrative official of any other business entity; nor (b) from receiving compensation for these services for an individual, corporation, trust partnership or other business entity. Section 2.05. Exculpation. No managing partner shall be liable to any other partner for honest mistakes of judgment or for losses due to these mistakes or to the negligence, dishonesty or bad faith of any employee, broker or other agent of the partnership provided that the employee, broker or agent was selected, engaged or retained by the managing partner with reasonable care. Each managing partner may consult with legal counsel and any action or omission suffered or taken by him or her in good faith in reliance and accordance with the opinion or advice of counsel shall be full protection and justification with respect to the action or omission suffered or taken. Article III. Capital Accounts of Partners and Their Operation Section 3.01. Capital Contributions. Each partner has prior to or on this date paid, assigned and/or conveyed by way of contribution to the partnership cash and/or marketable securities having a value equal to the aggregate amount set forth opposite the partner's name in schedule I and the other partners acknowledge the receipt by the partnership of this contribution. The aggregate of all contributions shall be available to the partnership to carry out the purposes and objects of the partnership. Each partner who may, after _________, 19__, contribute cash to the partnership pursuant to sections 3.04 or 5.01 consents and agrees to pay to the partnership, concurrently with this contribution, or, alternatively, to have deducted from the contribution, an amount, not exceeding 1% of the cash contributed, as the managing partners may determine to cover the costs of investing it in securities of the partnership, provided, however, that no payment or deduction shall be made with respect to any cash contribution which represents the unpaid amount, plus accrued interest, of a loan made by the contributing partner to the partnership more than 90 days prior to the making of the contribution. Each partner who may, after _________, contribute marketable securities to the partnership pursuant to sections 3.04 or 5.01, consents and agrees to pay to the partnership, concurrently with the making of the contribution, or, alternatively, to have deducted from the value otherwise attributable to the securities in the computation of the partner's capital account, an amount, not exceeding 2% of the value, as the managing partners may determine to cover the costs of holding and/or selling the securities. Each partner who has contributed or may contribute marketable securities to the partnership pursuant to this section 3.01, or sections 3.04 or 5.01, has or will prior to the date of any contribution furnish to the partnership evidence as to the dates of acquisition of the securities, his or her unencumbered ownership and the adjusted basis for federal income tax purposes. Any gain or loss realized during any fiscal year by the partnership from the sale of any contributed securities shall, for federal and state income tax purposes, be allocated between the contributing partner and all of the partners (including the contributing partner) as follows: (a). Any gain or loss attributable to the difference between the contributing partner's adjusted basis for the securities and the market value at the time of their contribution shall be allocated to the contributing partner. (b). Any gain or loss attributable to the difference between the market value of the securities at the time of their contribution and the proceeds realized by the partnership from their sale shall be allocated among all of the partners (including the contributing partner) in proportion to their interests, determined in accordance with section 3.03, in the net gains or losses on the sale by the partnership of securities during the fiscal period. Section 3.02. Initial Opening Capital Accounts. There shall be established for each partner on the books of the partnership as of the first day of the fiscal period during which the partner was admitted to the partnership, a capital account for the partner in an amount equal to his or her capital contribution to the partnership, less any amounts deducted pursuant to the second paragraph of section 3.01, which capital account shall prevail for the current fiscal period. Section 3.03. Closing Capital Accounts. At the end of each fiscal period of the partnership, the capital account of each partner shall be adjusted in the following manner and order: (a). Any net operating losses or net operating profits (defined) shall be debited or credited as the case may be against the capital accounts of all the partners in the proportions that the capital accounts bore to each other on the first day of the fiscal period. (b). The amount of any withdrawal made, or permitted to be made (irrespective of whether it is in fact made) by any partner pursuant to section 4.02 during the fiscal period shall be debited against the partner's capital account. (c). Any unrealized net capital gains of the partnership for the fiscal period shall be credited to, and any unrealized net capital losses for the fiscal period shall be debited against, the capital accounts of all the partners in the proportions that the capital accounts bore to each other on the first day of the fiscal period. (d). Semiannual value changes in respect of any security which has been sold during the fiscal period ("period of sale") shall be reflected in the capital accounts of each partner as follows: If, during any fiscal period, securities have been sold the semiannual value change of each security for each fiscal period during which the security was held by the partnership shall be debited (in the case of a positive semiannual value change) or credited (in the case of a negative semiannual value change) to the capital accounts of all partners who were partners during any fiscal period and each fiscal period to and including the period of sale in the proportions which the capital accounts bore to each other at the beginning of the fiscal period. Section 3.04. Subsequent Opening Capital Accounts. There shall be established for each partner on the books of the partnership as of the first day of each fiscal period (other than the fiscal period during which the partner was admitted to the partnership) a capital account for the partner which shall prevail for the fiscal period. The capital account of the partner for the fiscal period shall be the partner's closing capital account for the preceding fiscal period increased by the amount, if any, of any additional contributions made by the partner on the first day of the fiscal period to the partnership in cash and/or marketable securities, less any amounts deducted pursuant to the second paragraph of section 3.01. No partner shall be permitted to make contributions to the partnership except on the first day of any fiscal period. Section 3.05. Definitions. For the purposes of this agreement, unless the context otherwise requires: (a). The term "net operating profits" shall with respect to any fiscal period mean the excess of the aggregate revenue, income and gain realized during the fiscal period by the partnership from all sources whatever over all expenses incurred during the fiscal period by the partnership. (b). The term "net operating losses" shall, with respect to any fiscal period mean the excess of the expenses incurred during the fiscal period by the partnership over the aggregate revenue, income and gain received and realized during the fiscal period by the partnership from all sources. (c). In determining "net operating profits" and "net operating losses" there shall be taken into account any "net realized capital gains" or "net realized capital losses". (d). The term "net realized capital gains" shall, with respect to any fiscal period, mean the excess of the aggregate revenue, income and gain realized during the fiscal period by the partnership from the sale or purchase of securities over the aggregate losses incurred during the fiscal period by the partnership from the sale or purchase of securities. (e). The term "net realized capital losses" shall, with respect to any fiscal period, mean the excess of the aggregate losses incurred during the fiscal period by the partnership from the sale or purchase of securities over the aggregate revenue, income and gain realized during the fiscal period by the partnership from the sale or purchase of securities. (f). The term "unrealized net capital gains" shall, with respect to any fiscal period, mean the excess of any aggregate increase during the fiscal period in the value of securities held at the end of the fiscal period over the aggregate decrease during the fiscal period in the value of securities held at the end of the fiscal period. Changes in value will be calculated in accordance with the last paragraph of section 3.05. (g). The term "unrealized net capital losses" shall, with respect to any fiscal period, mean any excess of the aggregate decrease over the aggregate increase during the fiscal period in the value (calculated in accordance with the last paragraph of this section 3.05) of securities held at the end of the fiscal period. (h). The term "semiannual value change" shall, with respect to any fiscal period during which a security is held, mean the change in the value, whether an increase ("positive semiannual value change") or decrease ("negative semiannual value change"), of the security calculated from the price at which the security was acquired, if the security was acquired during the fiscal period, or from its market value at the beginning of the fiscal period, if the security was acquired during a previous fiscal period, to the price at which the security was sold, or to its market value at the end of the fiscal period if the security was carried into a succeeding fiscal period. (i). The term "fiscal period" shall mean a six month period beginning either January 1 or July 1. For purposes of determining the value of securities, securities which are listed on a national securities exchange shall be valued at their last sales prices on the date of determination, or, if no sales occurred on that day, at the mean between the "bid" and "asked" prices. Securities which are not listed shall be valued at their last closing "bid" prices if held "long" by the partnership and their last closing "asked" prices if held "short" by the partnership. Article IV. Participation in Partnership Property and Profits and Losses Section 4.01. Partners' Ownership in Partnership Property. Each partner shall have and own during any fiscal period an undivided interest in the partnership equal to that percentage which his or her opening capital account bears to the opening capital accounts of all the partners for the fiscal period, determined as provided in Article III. Section 4.02. Partners' Shares of Profits and Losses. Each partner shall have and own during any fiscal period an undivided interest in the net operating profits and net operating losses of the partnership equal to that percentage to which his or her opening capital account bears to the opening capital accounts of all the partners for the fiscal period determined as provided in Article III. Section 4.03. Permitted Withdrawals. On the last day of the month next preceding the last month of the fiscal period the managing partners may, but shall not be required to, transfer pro rata amounts from the capital accounts of the partners to drawing accounts for the partners and during the following month the partnership shall distribute to each partner or make available for distribution the individual's entire drawing account. Distributions shall be made only in cash except that they may be made in securities provided that each partner receives a pro rata distribution of each security distributed. As to any partner who affirmatively elects, in writing, before the end of the fiscal period, not to receive his or her distribution of cash permitted by the transfer of a portion of his or her capital account to the drawing account, this amount shall again be added to his or her capital account on the first day of the next fiscal period. In addition, the managing partners shall withdraw and the partnership shall, during each fiscal period, distribute to them an amount equal to ½ of 1% of the total amount in the capital accounts of all partners on the first day of the fiscal period. Distribution shall be considered as compensation paid to the managing partners and shall be treated as expenses of the partnership. Article V. Admission of New Partners Section 5.01. New Partners. The managing partners may at the beginning of any fiscal period admit one or more new partners subject to the conditions that: (a). Each new partner shall execute an appropriate supplement to this agreement pursuant to which he or she agrees to be bound by its terms and provisions. (b). Each new partner, if admitted as a managing partner, shall be approved in writing by the general partners who, immediately prior to admission, hold in excess of 50% of the interests of all general partners. Admission of a new partner shall not be a cause for dissolution of the partnership. Article VI. Withdrawal, Death or Disability of Partners Section 6.01. Withdrawal, Death, etc. of General Partner. The withdrawal, death or insanity of a general partner shall dissolve the partnership unless all the surviving general partners agree to continue the business of the partnership. If the surviving general partners do not agree to continue the business of the partnership, the business of the partnership shall, nevertheless, be continued until the end of the fiscal period in which the event takes place. The retirement, death or insanity of a limited partner shall not dissolve the partnership. In the event of the death, withdrawal or insanity of a general partner, this general partner or his or her representatives, executors or administrators shall be entitled to withdraw the liquidating share of the general partner as set forth in section 6.02. Section 6.02. Withdrawal, Death or Insanity of Any Partner. If any partner (whether managing, general or limited) during any fiscal period dies or becomes insane or evidences a desire to withdraw at the end of the fiscal period, the business of the partnership shall be continued until the end of the fiscal period as though no event had occurred. Within 90 days of the end of the fiscal period there shall be paid to this partner (if a withdrawing partner), or to the legal representatives of the partner (if a deceased or insane partner), an amount equal to the liquidating share of the partner. The term "liquidating share", when used with respect to any withdrawing, deceased or insane partner as of the last day of the fiscal period during which the event occurred (the "period of determination"), shall mean the closing capital account of the partner and their drawing account. Section 6.03. Surcharge on Liquidating Share. The liquidating share payable pursuant to section 6.02 shall be subject to a charge not in excess of 2% of its amount as the managing partners may determine to cover the costs of selling securities in order to effect payment of the liquidating share. Article VII. Duration and Termination of Partnership Section 7.01. Duration. The partnership shall continue for a period of twenty (20) years from the first day of the first fiscal period unless sooner terminated by decision of all of the managing partners. Section 7.02. Termination. On termination of the business of the partnership (whether by expiration of the 20-year period or by decision of the managing partners), the managing partners shall, out of the partnership assets, make distributions in the following manner and order: (a). To payment and discharge of the claims of all creditors of the partnership who are not partners. (b). To payment and discharge pro rata of the claims of all creditors of the partnership who are partners. (c). To the partners in the relative proportions that their respective liquidating shares (as defined in section 6.02) bear to each other. Section 7.03. Method of Distribution. Distributions made pursuant to subparagraphs (a) and (b) of section 7.02 shall be made solely in cash and distributions made pursuant to subparagraph (c) of section 7.02 shall be made in cash or securities in the sole discretion of the managing partners provided that any distribution of securities shall be made in such a manner so that each partner receives a pro rata share of each security. A distribution under subparagraph (c) may be made in a manner previously requested in writing by a partner if the managing partners are of the opinion that the requested manner of distribution can be made without adverse effect to the other partners. Article VIII. Reports to Partners Section 8.01. Independent Auditors. The books of account and records of the partnership shall be audited as of the end of each fiscal period by an independent certified public accountant selected by the managing partners. Section 8.02. Reports to Current Partners. No later than 20 days before the end of each fiscal period the managing partners shall notify each partner of the amount transferred to the drawing account. Within 90 days after the end of each fiscal period, the independent certified public accountant selected by the managing partners shall prepare and mail to each partner then a member of the partnership a report setting forth as of the end of the fiscal period: (a). The net worth of the partnership. (b). The partner's closing capital account. In addition by March 31 of each year the independent certified public accountant selected by the managing partners shall prepare and mail to each person who was a partner during any part of either of the two prior fiscal periods a report setting forth in sufficient detail those transactions effected by the partnership during the fiscal periods as shall enable the partner to prepare his or her state and federal income tax returns in accordance with the laws, rules and regulations then prevailing. Article IX. Miscellaneous Section 9.01. General. This agreement: (i) shall be binding on the executors, administrators, estates, heirs, and legal successors of the partners; (ii) shall be governed by, and construed in accordance with, the laws of the state of _________; and (iii) may be executed in more than one counterpart with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the above day and year provided, however, that each separate counterpart shall have been executed by one or more of the general partners and that the several counterparts, in the aggregate, shall have been signed by all of the partners. Section 9.02. Power of Attorney. Each of the undersigned does constitute and appoint _________ as their true and lawful representative and attorney-in-fact, in their name, place and stead to make, execute, sign and file all instruments, documents, and certificates which may from time to time be required by the laws of the United States of America, the state of _________ or any other state in which the partnership shall determine to do business, or any political subdivision or agency to effectuate, implement and continue the valid and subsisting existence of the partnership. The representative and attorney-in-fact shall not, however, have any right, power or authority to amend or modify this agreement when acting in such capacities. Section 9.03. Amendments to Partnership Agreement. The terms and provisions of this agreement may be modified or amended at any time and from time to time with the written consent of partners having in excess of 662/3 of all undivided interests in the partnership, insofar as is consistent with the laws governing this agreement, provided, however, that, without the specific consent of each partner affected, no modification or amendment shall (i) reduce the capital account or drawing account of any partner or his or her rights of contribution or withdrawal; (ii) change, by way of increase, the amount of compensation prescribed for the managing partners in section _________; or (iii) amend this section 9.03. In witness, etc. _________, General partner _________, Limited partner _________, General partner _________, Limited partner