Common use of Amendments Meetings Clause in Contracts

Amendments Meetings. (a) 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 (including the Partnership's basic investment policies set forth in paragraph 3(b) hereof), such amendment shall be effective only if approved in writing by the General Partner and, except as specified in this sub-section (a), by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding and if made in accordance with the Partnership Act. Any such 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 embodied in and formed a part of this Agreement. The General Partner may amend this Limited Partnership Agreement without the consent of the Limited Partners in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Limited Partnership Agreement and the Memorandum); (ii) to delete or add any provision of or to the Limited Partnership Agreement required to be deleted or added by the staff of any federal or state agency; or (iii) to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed herein) provided that such amendment is not adverse to the Limited Partners, or is required by law. The General Partner may, however, change the trading policies in paragraph 3(b) of this Agreement without the approval of the Limited Partners when such change is deemed to be in the best interests of the Partnership. In addition, if the General Partner determines to offer Units to the public in the future, the General Partner may amend this Agreement as necessary to effect such public offering without obtaining the consent of the Limited Partners, provided, however, that such amendments are deemed to be in the best interests of the Limited Partners. Amendments that are consistent with the North American Securities Administrators Association's Guidelines for the Registration of Commodity Pools will be presumed to be in the best interests of the Limited Partners.

Amendments Meetings. (a) 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 (including the Partnership's basic investment policies set forth in paragraph 3(b) hereof), such amendment shall be effective only if approved in writing by the General Partner and, except as specified in this sub-section (a), by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding and if made in accordance with the Partnership Act. Any such 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 embodied in and formed a part of this Agreement. The General Partner may amend this Agreement at any time, in its sole discretion, provided amendment does not, in the opinion of the General Partner, adversely affect the Limited Partnership Partners. The General Partner also may amend this Agreement without as to any other matters with the negative consent of the holders of a majority-in-interest of all outstanding Units (not including any Units held by the General Partner). For purposes of obtaining a negative consent, the General Partner may require responses to be made within a specified time; provided, however, that no amendment shall cause the Partnership to become a general partnership, change the liability of the General Partner or the Limited Partners so as to materially, adversely affect any Partner, directly reduce the Book Capital Account of any Partner, extend the duration of the Partnership or change the provisions of this sentence. (b) Notwithstanding any provision to the contrary contained in order this Agreement, this Agreement also may be amended by the General Partner at any time, in its sole discretion, as to the following matters: (i) to clarify add to the representations, duties or obligations of the General Partner or surrender any clerical inaccuracy right or ambiguity or reconcile any inconsistency (including any inconsistency between this power granted to the General Partner herein for the benefit of the Limited Partnership Agreement and the Memorandum)Partners; (ii) to cure any ambiguity or to correct or supplement any provision in this Agreement which may be inconsistent with any other provision; (iii) to delete from or add any provision of or to the Limited Partnership this Agreement required or deemed necessary to be so deleted or added by the staff of any federal or state agency; or (iii) to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed herein) provided that such amendment is not adverse to the Limited Partners, or is required by law. The General Partner may, however, change the trading policies in paragraph 3(b) of this Agreement without the approval representatives of the Limited Partners when such change is deemed to be in the best interests of the Partnership. In addition, if the General Partner determines to offer Units to the public in the futureU.S. Securities and Exchange Commission, the General Partner may amend this Agreement as necessary to effect such public offering without obtaining Commodity Futures Trading Commission, any state securities commission or any other governmental authority, exchange or self-regulatory organization for the consent benefit or protection of the Limited Partners; (iv) to effect any amendment authorized by the provisions of Sections 1.6 and 1.7, providedabove; and (v) to amend the provisions of Article VI of this Agreement regarding the allocations of profits and losses for U.S. federal income tax purposes for any tax year ending after the date of any such amendment or for which a Partnership tax return has not been filed in any manner which the General Partner, howeverin its sole discretion, that deems necessary or advisable to comply with the Code and to promote an equitable treatment of all Partners. However, no such amendments are deemed amendment shall cause the Partnership to become a general partnership, change the liability of the General Partner or the Limited Partners so as to materially and adversely affect any Partner, change any Partner’s share of the profits or losses of the Partnership without the consent of such Partner or extend the duration of the Partnership. (c) Upon any amendment of this Agreement, the Certificate of Limited Partnership also shall be amended if necessary to reflect such amendment. (d) Meetings of the Partnership for purposes of taking any action permitted to be in taken by the best interests Limited Partners under this Agreement may be called by the General Partner or by the Limited Partners holding more than 10% of the then outstanding Units (not including any Units held by the General Partner) for any matters for which the Limited PartnersPartners may vote as set forth in this Agreement. Amendments that are consistent with Any such call shall state the North American Securities Administrators Association's Guidelines for nature of the Registration of Commodity Pools will be presumed business to be transacted at the meeting, and no other business shall be conducted at the meeting. The Limited Partners may vote in person or by proxy at any such meeting. In the best interests of event that the Limited PartnersPartnership is required to comply with Regulation 14A under the 1934 Act or any successor regulation, the foregoing time periods may be altered.