Common use of Amendments with Consent of the General Partner Clause in Contracts

Amendments with Consent of the General Partner. If, at any time during the term of the Partnership, the General Partner shall deem it necessary or desirable to amend this Agreement, such amendment shall be effective only if embodied in an instrument approved by the General Partner and by Limited Partners owning more than 50% of the Units then outstanding, and if made in accordance with, and to the extent permissible under, the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited Partners. Notwithstanding the foregoing, the General Partner shall be authorized to amend this Agreement without the consent of any Limited Partner in order to: (i) change the name of the Partnership or cause the Partnership to transact business under another name; (ii) clarify any inaccuracy or any ambiguity, or reconcile any inconsistent provisions herein; (iii) make any amendment to this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; (v) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; (vi) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; (vii) delete or add any provision of or to this Agreement required to be deleted or added by the staff of the SEC, the CFTC, any other federal agency, any state “Blue Sky” official, or other governmental official, or in order to opt to be governed by any amendment or successor to the Act, or to comply with applicable law; (viii) make any modification to this Agreement to reflect the admission of additional or substitute general partners and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section 5 hereof; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject to the provisions of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended; and (x) to make any amendment that is appropriate or necessary, in the opinion of the General Partner, to qualify the Partnership under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitled.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units ALTEGRIS QIM FUTURES FUND, L.P. Exhibit A - 13 Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 17, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another name; Memorandum); (ii) clarify appoint a substitute or additional general partner or add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, power of the General Partner for the benefit of the Limited Partners or reconcile any inconsistent provisions herein; appoint a substitute general partner; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; purposes and to prevent the Partnership from becoming classified as a publicly traded partnership; (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; ; (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment ALTEGRIS QIM FUTURES FUND, L.P. Exhibit A - 14 Company Act of 1940 (the “1940 Act”)1940, as amended, the Investment Advisers Act of 1940, as amended (amended, to avoid the “Advisers Act”), or “plan asset” regulations adopted under assets of the Partnership being treated for any purposes of the Employee Retirement Income Security Act of 1974, 1974 (ERISA) or Section 4975 of the Code as amendedassets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” as defined in and subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 16, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to APM - ▇▇▇▇▇▇▇▇ Futures Fund, L.P. Exhibit A - 13 may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another name; Memorandum); (ii) clarify appoint a substitute or additional general partner or add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, power of the General Partner for the benefit of the Limited Partners or reconcile any inconsistent provisions herein; appoint a substitute general partner; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; purposes and to prevent the Partnership from becoming classified as a publicly traded partnership; (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; ; (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment Company Act of 1940 (the “1940 Act”)1940, as amended, the Investment Advisers Act of 1940, as amended (amended, to avoid the “Advisers Act”), or “plan asset” regulations adopted under assets of the Partnership being treated for any purposes of the Employee Retirement Income Security Act of 1974, 1974 (ERISA) or Section 4975 of the Code as amendedassets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” as defined in and subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 16, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another nameMemorandum); Altegris ▇▇▇▇▇▇ futures fund, l.p. 12 (ii) clarify add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, or reconcile any inconsistent provisions herein; power of the General Partner for the benefit of the Limited Partners; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; purposes and to prevent the Partnership from becoming classified as a publicly traded partnership; (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; ; (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment Company Act of 1940 (the “1940 Act”)1940, as amended, the Investment Advisers Act of 1940, as amended (the “Advisers Act”)amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended1974 (ERISA); and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.

Amendments with Consent of the General Partner. If, at any time during the term of the Partnership, the General Partner shall deem it necessary or desirable to amend this Agreement, such amendment shall be effective only if embodied in an instrument approved by the General Partner and by Limited Partners owning more than 50% of the Units then outstanding, and if made in accordance with, and to the extent permissible under, the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited Partners. Notwithstanding the foregoing, the General Partner shall be authorized to amend this Agreement without the consent of any Limited Partner in order to: : (i) change the name of the Partnership or cause the Partnership to transact business under another name; (ii) clarify any inaccuracy or any ambiguity, or reconcile any inconsistent provisions herein; (iii) make any amendment to this Agreement Agreement, provided that such amendment is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in and to the event of a change in extent necessary to comply with the Code or the interpretations thereof affecting such allocations, as same may be amended from time to time; (v) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income (or relevant state income or franchise) tax purposes; (vi) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; (vii) delete delete, add or add modify any provision of or to this Agreement required to be deleted deleted, added or added modified by the staff of the SEC, the CFTC, any other federal agency, any state “Blue Sky” official, or other governmental official, or in order to opt to be governed by any amendment or successor to the Act, or to comply with applicable law; (viii) make any modification to this Agreement to reflect the admission of additional or substitute general partners and to reflect any modification to the Net Worth net worth and minimum investment requirements applicable to the General Partner and any other general partner, as contemplated by Section Sections 5 and 6 hereof; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject to the provisions of the Investment Company Act of 1940 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended; and (x) to make any amendment that is appropriate or necessary, in the opinion of the General Partner, to qualify the Partnership under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes is informed that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitled.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 16, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another name; Memorandum); (ii) clarify add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, or reconcile any inconsistent provisions herein; power of the General Partner for the benefit of the Limited Partners; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; purposes and to prevent the Partnership from becoming classified as a publicly traded partnership; (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; ; (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment Company Act of 1940 (the “1940 Act”)1940, as amended, the ALTEGRIS ▇▇▇▇▇▇ FUTURES FUND, L.P. Investment Advisers Act of 1940, as amended (the “Advisers Act”)amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended1974 (ERISA); and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 17, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another name; Memorandum); (ii) clarify appoint a substitute or additional general partner or add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, power of the General Partner for the benefit of the Limited Partners or reconcile any inconsistent provisions herein; appoint a substitute general partner; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposespurposes and to prevent the Partnership from becoming classified as a publicly traded partnership; Altegris QIM Futures Fund, L.P. exhibit a - 14 (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; ; (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment Company Act of 1940 (the “1940 Act”)1940, as amended, the Investment Advisers Act of 1940, as amended (amended, to avoid the “Advisers Act”), or “plan asset” regulations adopted under assets of the Partnership being treated for any purposes of the Employee Retirement Income Security Act of 1974, 1974 (ERISA) or Section 4975 of the Code as amendedassets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” as defined in and subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.

Amendments with Consent of the General Partner. If, If at any time during the term of the Partnership, Partnership the General Partner shall deem it necessary or desirable to amend this Agreement, such it may proceed to do so, provided that the amendment shall be effective only if embodied in an instrument approved signed by the General Partner and by Limited Partners owning more than 50% of the Units Interests then outstanding, owned by the Limited Partners and if made in accordance with, with and to the extent permissible under, under the Act. Any amendment to this Agreement or actions taken pursuant to this Section 15 that shall have been approved Such approvals may be obtained by the percentage General Partner by means of outstanding Units prescribed above shall written notice to the Limited Partners requiring them to respond in the negative by a specified time, or to be deemed to have approved of the proposed amendment. Any supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been approved by embodied in and formed a part of this Agreement, provided, however, that no supplemental or amendatory agreement shall, without the consent of all Limited Partners, change or alter this Paragraph 17, extend the term of the Partnership, reduce the capital account of any Partner or modify the percentage of profits, losses or distributions to which any Partner is entitled. Notwithstanding In addition, reduction of the foregoingcapital account of any assignee or modifications of the percentage of profits, losses or distributions to which an assignee is entitled shall not be affected by amendment or supplement to this Agreement without the assignee’s consent. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked consents being sufficient. The General Partner shall be authorized to may, but is not required to, amend this Agreement without the consent of any the Limited Partner Partners in order to: (i) change clarify any clerical inaccuracy, ambiguity or reconcile any inconsistency (including any inconsistency between the name of Agreement and the Partnership or cause the Partnership to transact business under another name; Memorandum); (ii) clarify appoint a substitute or additional general partner or add to the representations, duties or obligations of the General Partner or surrender any inaccuracy right or any ambiguity, power of the General Partner for the benefit of the Limited Partners or reconcile any inconsistent provisions herein; appoint a substitute general partner; (iii) make any amendment to amend this Agreement that is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations; ; (viv) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income tax purposes; purposes and to prevent the Partnership from becoming classified as a publicly traded partnership; (viv) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; ; (viivi) delete or add any provision of or to this Agreement required to be deleted or added by the staff Staff of the SEC, the CFTC, Securities and Exchange Commission or any other federal agency, agency or any state “Blue Sky” official, official or other governmental official, similar official or in order to opt to be governed by any amendment or successor statute to the Act; APM - QIM Futures Fund, or to comply with applicable law; L.P. EXHIBIT A - 14 (viiivii) change the name of the Partnership and make any modification modifications to this Agreement to reflect the admission of an additional or substitute general partners partner and to reflect any modification to the Net Worth requirements applicable to the General Partner and any other general partner, as contemplated by Section paragraph 5 hereof; ; (viii) make any amendment to this Agreement which the General Partner deems advisable, provided that such amendment is not adverse to the Limited Partners, or that is required by law; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject subjected to the provisions of the Investment Company Act of 1940 (the “1940 Act”)1940, as amended, the Investment Advisers Act of 1940, as amended (amended, to avoid the “Advisers Act”), or “plan asset” regulations adopted under assets of the Partnership being treated for any purposes of the Employee Retirement Income Security Act of 1974, 1974 (ERISA) or Section 4975 of the Code as amendedassets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” as defined in and subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and and (x) to make any amendment necessary to obtain that is appropriate Partnership income not be deemed to constitute “unrelated business taxable income” or necessary, in be adversely affected by the opinion of the General Partner, to qualify the Partnership “passive loss” rules under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner reasonably believes that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses or distributions to which any Partner is entitledCode.