Common use of Appointment and Services Clause in Contracts

Appointment and Services. (a) Transfer Agent is hereby appointed as transfer agent of all Units and is hereby authorized to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Units in accordance with this Agreement.

Appointment and Services. (a) The Fund hereby appoints Transfer Agent is hereby appointed as transfer agent and dividend disbursing agent of all Units Shares and is hereby authorized authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner Board and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that (i) Transfer Agent shall not appoint any such other party or parties to provide a material level of the core Services without prior notice to the Fund and (ii) Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Units Shares in accordance with this Agreement.

Appointment and Services. (a) Transfer Agent is hereby appointed as transfer agent of all Units and is hereby authorized to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Units in accordance with this Agreement. (e) Processing and Procedures (i) Transfer Agent agrees to accept subscription applications and redemption requests with respect to the Units of the Fund via postal mail, electronic delivery or personal delivery on each business day in accordance with the Fund’s Offering Documents; provided, however, that Transfer Agent shall only accept subscription applications from jurisdictions in which the Units are qualified or otherwise eligible under applicable law(s) for sale, as indicated from time to time by the Fund or pursuant to an Instruction (all sales of Units to U.S. persons in a non-U.S. jurisdiction to be effectuated upon an Instruction from the Fund). It is hereby agreed that with respect to sales to U.S. persons in any non-U.S. jurisdiction, the Fund will not issue an Instruction to the Transfer Agent to accept such subscription applications until the Fund has confirmed either (a) that there are no applicable requirements to qualify or register Units in such jurisdiction or (b) that the Fund has complied with any such requirements to qualify or register the Units in such jurisdiction. Transfer Agent shall not be required to issue any Units after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Units has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Units shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a redemption request and monies paid to it by the Custodian in connection with a redemption of Units, Transfer Agent shall redeem the Units and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s redemption and payment procedures described in the Fund’s Offering Documents. (iii) In connection with each subscription for and each redemption of Units, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Fund’s Offering Documents. It is understood that certificates for Units have not been and will not be offered by the Fund or made available to Limited Partners. (iv) Transfer Agent and the Fund shall establish procedures for effecting subscriptions and redemptions consistent with the terms of the Fund’s Offering Documents. Transfer Agent agrees to act in accordance with such procedures unless (i) it has received an Instruction not to do so, (2) it is permitted not to follow such procedures in accordance with the terms of this Agreement or (3) it is prohibited to do so by applicable law. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase or redemption of Units, as it may deem advisable and consistent with the Fund’s Offering Documents and industry practice, provided that Transfer Agent will provide prior notice to the Fund of the establishment of any additional procedures, rules and requirements only applicable to the Fund. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the foregoing procedures.

Appointment and Services. (a) The Fund hereby appoints Transfer Agent is hereby appointed as transfer agent and dividend disbursing agent of all Units Shares and is hereby authorized authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner Board and the Fund’s officers, and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Funddiscretion and at its own expense, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such ServicesServices and that Administrator will not delegate a majority of the Services provided hereunder without providing ninety (90) days’ prior written notice to the Fund. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Units Shares in accordance with this Agreement.

Appointment and Services. (a) The Fund hereby appoints Transfer Agent is hereby appointed as transfer agent and dividend disbursing agent of all Units Shares and is hereby authorized authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner Board and the Fund’s officers, and utilizing information provided by the Fund and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretiondiscretion and at its own expense, with and, in the case of third parties, upon sixty (60) days’ prior written notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services.. EXECUTION COPY (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with the issuance of any Units Shares in accordance with this Agreement.

Appointment and Services. (a) The Trust hereby appoints Transfer Agent is hereby appointed as transfer agent and dividend disbursing agent of all Units Shares and is hereby authorized authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner Board and utilizing information provided by the Fund Trust and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Transfer Agent shall remain responsible to the Fund Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such ServicesServices and provided at least five (5) business days’ advance notice is provided to the Trust in writing or via e-mail. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Trust, any Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund Trust in connection with the issuance of any Units Shares in accordance with this Agreement.

Appointment and Services. (a) The Trust hereby appoints Transfer Agent is hereby appointed as transfer agent and dividend disbursing agent of all Units Shares and is hereby authorized authorizes Transfer Agent to provide Services during the term of this Agreement and on the terms set forth herein. It is understood and agreed that Transfer Agent will not provide the Services with respect to any Limited Partners that were Limited Partners as of the Effective Date. Subject to the direction and control of the General Partner Board and utilizing information provided by the Fund Trust and its current and prior agents and service providers, Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Transfer Agent may from time to time, in its reasonable discretion, with prior notice to the Fund, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that (i) Transfer Agent shall not appoint any such other party or parties to provide a material level of the core Services without prior notice to the Trust and (ii) Transfer Agent shall remain responsible to the Fund Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Transfer Agent were itself providing such Services. (c) Transfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Transfer Agent hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Trust, any Fund or by any other current or prior agent or service provider. To the extent that Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services. (d) Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund Trust in connection with the issuance of any Units Shares in accordance with this Agreement.