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

Amendments with Consent of the General Partner. The General Partner may amend this Agreement with the approval of more than fifty percent (50%) of the Units then owned by Limited Partners of each Series. 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 written consents from Limited Partners of each Series being sufficient. The General Partner may amend this Agreement without the consent of the Limited Partners of each Series in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Agreement and the Prospectus), (ii) to effect the intent of the tax allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations, (iii) to attempt to ensure that either Series is not treated as an association taxable as a corporation for federal income tax purposes, (iv) to qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction, (v) to delete or add any provision of or to this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or any other federal agency or any state “Blue Sky” official or similar official or in order to opt to be governed by any amendment or successor statute to the Act, (vi) to make any amendment to this Agreement which the General Partner deems advisable, including amendments that reflect the offering and issuance of additional Units, whether or not issued through a Series, provided that such amendment is not adverse to the Limited Partners of either Series, or that is required by law, and (vii) to make any amendment that is appropriate or necessary, in the opinion of the general partner, to prevent each Series or the General Partner or its directors, officers or controlling persons from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or to prevent the assets of either Series from being considered for any purpose of ERISA or Section 4975 of the Code to constitute assets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” subject to Section 4975 of the Code.

Amendments with Consent of the General Partner. The If, at any time during the term of the Partnership, the General Partner may shall deem it necessary or desirable to amend this Agreement with Agreement, such amendment shall be effective only if embodied in an instrument approved by the approval of General Partner and by Limited Partners owning more than fifty percent (50%) % of the Units then owned 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 of each SeriesPartners. No meeting procedure or specified notice period is required in Notwithstanding the case of amendments made with the consent of foregoing, the General Partner, mere receipt of an adequate number of unrevoked written consents from Limited Partners of each Series being sufficient. The General Partner may shall be authorized to amend this Agreement without the consent of the any Limited Partners of each Series Partner in order to: (i) change the name of the Partnership or cause the Partnership to transact business under another name; (ii) clarify any clerical inaccuracy or ambiguity any ambiguity, or reconcile any inconsistency inconsistent provisions herein; (including iii) make any inconsistency between amendment to this Agreement and Agreement, provided that such amendment is not adverse to the Prospectus), Limited Partners; (iiiv) to effect the intent of the tax 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; (iiiv) to attempt to ensure that either Series the Partnership is not treated taxed as an association taxable as a corporation for federal income (or relevant state income or franchise) tax purposes, ; (ivvi) to qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; (vii) delete, (v) to delete add or add modify any provision of or to this Agreement required to be deleted deleted, added or added modified by the Staff staff of the Securities and Exchange Commission or , the CFTC, any other federal agency or agency, any state “Blue Sky” official official, or similar official other governmental official, or in order to opt to be governed by any amendment or successor statute to the Act, or to comply with applicable law; (viviii) to make any amendment modification to this Agreement which to reflect the admission of additional or substitute general partners and to reflect any modification to the net worth and minimum investment requirements applicable to the General Partner deems advisableand any other general partner, including amendments that reflect the offering as contemplated by Sections 5 and issuance of additional Units, whether or not issued through a Series, provided that such amendment is not adverse to the Limited Partners of either Series, or that is required by law, and 6 hereof; (viiix) to make any amendment that is appropriate or necessary, in the opinion of the general partnerGeneral Partner, to prevent each Series the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subjected subject to the provisions of the Investment Company Act of 1940, as amendedamended (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 prevent make any amendment that is appropriate or necessary, in the assets of either Series from being considered for any purpose of ERISA or Section 4975 opinion of the Code General Partner, to constitute assets qualify the Partnership under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner 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 “employee benefit plan” as defined in and subject Partner, or modify the percentage of profits, losses or distributions to ERISA or of which any “plan” subject to Section 4975 of the CodePartner is entitled.