Common use of Capital Contributions and Units of Partnership Interest Clause in Contracts

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. Notwithstanding the provisions of Paragraph 8, the Special Limited Partner shall make a capital contribution to the Partnership (and shall maintain an interest in the Partnership for as long as the Special Limited Partner is a special limited partner of the Partnership) in an amount equal to the lesser of either (i) 1% of the Partnership’s total Net Assets (as such term is defined in Paragraph 7(d)(1)); or (ii) $250,000. The Special Limited Partner will contribute advisory services and will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class D “Units of Limited Partnership Interest,” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each class of Units of Limited Partnership Interest, except that purchasers of Class D units may be subject to reduced brokerage charges. The Class of units that a Limited Partner receives will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or more in the Partnership will receive Class D units (the “Class D Account Minimum”). The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class D Units of Limited Partnership Interest, the “Classes”) as it may determine in its sole discretion from time to time. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the time the Partnership commences trading activities and as necessarynecessary thereafter, an amount which shall at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) 30 days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum private placement offering document and Disclosure Document disclosure memorandum (the “Memorandum”) referred to in Paragraph 12), sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the any selling commission, if any, commission which must be paid with respect to such purchase. The Special Limited Partner For purposes of such purchases, any accrued liability for reimbursement of offering and organizational expenses will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8not reduce Net Asset Value per Unit. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. The General Partner may, in its discretion, split the Units at any time, provided that any such action will not adversely affect the capital account of any limited partner. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. " Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit Unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unitUnit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the "Private Placement") must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessarynecessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s 's contribution shall be evidenced by “‘‘Units of General Partnership Interest.” ’’ The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ ' notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “‘‘Units of Limited Partnership Interest” ’’ which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “‘‘Memorandum”’’) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 20,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 20,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Class A, Class D or Class Z Units of Limited Partnership Interest” Interest (Class A Units, Class D Units and Class Z Units, respectively, collectively the “Units”) which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited PartnersPartners who satisfy the investment and minimum capital contribution requirements specific to each class of Units. Except as otherwise provided herein, the Class of Units that a Limited Partner receives shall generally depend upon the amount invested in the Partnership and the status of such Limited Partner. Nevertheless, the General Partner, in its sole discretion, may determine to offer Class A or Class D Units to a Limited Partner, regardless of investment amount. Generally, and subject to the discretion of the General Partner, Limited Partners investing less than $5,000,000 in the Partnership shall receive Class A Units, while Limited Partners investing $5,000,000 or more in the Partnership shall receive Class D Units (the “Class D Account Minimum”). For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. Units purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z Units. The General Partner may also offer Class Z Units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). In the event that the General Partner offers Class Z Units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. Holders of Class Z Units shall not be subject to an ongoing selling agent fee. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z Units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of Units based on the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable ongoing selling agent fee as described in the Memorandum. For the avoidance of any doubt, Class Z Units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. The General Partner may, without the consent of the Limited Partners, offer additional Classes of Units (together with Class A Units, Class D Units and Class Z Units, the “Classes”).

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessarynecessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” " The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ ' notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly an annual allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. " Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the "Private Placement") must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 17,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 17,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessarynecessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” " The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ ' notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. " Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the "Private Placement") must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly Profit Share (as such term is defined below) allocation in Units of Limited Partnership Interest as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 25,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 25,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessarynecessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s contribution shall be evidenced by “‘‘Units of General Partnership Interest.” ’’ The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “‘‘Units of Limited Partnership Interest” ’’ which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “‘‘Memorandum”’’) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “‘‘Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. ’’ Interests in the Partnership, other than those of the General Partner, shall be evidenced by “‘‘Units of Limited Partnership Interest” ’’ which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “‘‘Memorandum”’’) referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the ‘‘Private Placement’’) must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by Class A or Class D “Units of Limited Partnership Interest,” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners who satisfy the investment and minimum capital contribution requirements specific to each Class. Identical rights, powers, duties and obligations attach to each class of Units of Limited Partnership Interest, except that purchasers of Class D units may be subject to reduced brokerage charges. The Class of units that a Limited Partner receives will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer Class A or Class D units to a Limited Partner in its sole discretion, regardless of investment amount. Generally, Limited Partners investing up to $4,999,999 in the Partnership will receive Class A units, while Limited Partners investing $5,000,000 or more in the Partnership will receive Class D units (the “Class D Account Minimum”). The General Partner may, without the consent of the Limited Partners, offer additional classes of Units of Limited Partnership Interest (together with Class A Units of Limited Partnership Interest and Class D Units of Limited Partnership Interest, the “Classes”) as it may determine in its sole discretion from time to time. Units of General Partnership Interest shall be subject to the brokerage fees payable by Class A units. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Units of Limited Partnership Interest” which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner has contributed $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner may, but shall not be obligated to, contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s contribution shall be evidenced by Class A or Class D “Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “Class A, Class D or Class Z Units of Limited Partnership Interest” Interest (Class A Units, Class D Units and Class Z Units, respectively, collectively the “Units”) which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “Memorandum”) referred to in Paragraph 1211, sell to persons desiring to become Limited PartnersPartners who satisfy the investment and minimum capital contribution requirements specific to each class of Units. Except as otherwise provided herein, the Class of Units that a Limited Partner receives shall generally depend upon the amount invested in the Partnership and the status of such Limited Partner. Nevertheless, the General Partner, in its sole discretion, may determine to offer Class A or Class D Units to a Limited Partner, regardless of investment amount. Generally, and subject to the discretion of the General Partner, Limited Partners investing less than $5,000,000 in the Partnership shall receive Class A Units, while Limited Partners investing $5,000,000 or more in the Partnership shall receive Class D Units (the “Class D Account Minimum”). Units of General Partnership Interest shall be subject to the brokerage fees, if any, payable by Class A units. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)purchased, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a such Unit of Limited Partnership Interest (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the “Private Placement”) must be on the form provided in the Memorandum. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership. Units purchased by certain employees of Xxxxxx Xxxxxxx Xxxxx Xxxxxx or its affiliates (and their family members) shall be designated as Class Z Units. The General Partner may also offer Class Z Units to certain of the Limited Partners receiving advisory services from a Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each a “Consulting Client’). In the event that the General Partner offers Class Z Units to Consulting Clients, such Consulting Clients shall be bound by the terms of the consulting agreement they signed with their Xxxxxx Xxxxxxx Xxxxx Xxxxxx financial advisor or private wealth advisor (each such agreement, a “Consulting Agreement”), including the payment of a consulting fee as set forth in the Consulting Agreement. Holders of Class Z Units shall not be subject to an ongoing selling agent fee. In the event, however, that a Consulting Client’s Consulting Agreement is terminated and the Consulting Client remains a Limited Partner, the Class Z Units shall, beginning on the first day of the month immediately following the month of termination of the Consulting Agreement, (i) convert to the appropriate Class of Units based on the aggregate capital contributions made by such Limited Partner in the Partnership, adjusted for additional subscriptions, redemptions and exchanges, and (ii) become subject to the applicable ongoing selling agent fee as described in the Memorandum. For the avoidance of any doubt, Class Z Units are subject to withdrawal restrictions set forth in this Agreement and the Memorandum. The General Partner may, without the consent of the Limited Partners, offer additional Classes of Units (together with Class A Units, Class D Units and Class Z Units, the “Classes”).

Capital Contributions and Units of Partnership Interest. The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessarynecessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” " The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ ' notice to the Limited Partners prior to the end of a fiscal quarter. Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 12, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly an annual allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum. The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 10,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

Capital Contributions and Units of Partnership Interest. The General Partner shall not be obligated to contribute capital to the Partnership unless required to ensure that the Partnership will continue to be treated as necessary, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000a partnership for federal income tax purposes. The General Partner’s 's contribution shall be evidenced by “"Units of General Partnership Interest.” The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days’ notice to the Limited Partners prior to the end of a fiscal quarter. " Interests in the Partnership, other than those of the General Partner, shall be evidenced by “"Units of Limited Partnership Interest” " which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the “"Memorandum”") referred to in Paragraph 1211, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner has contributed $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased (except as noted below with respect to the Special Limited Partner)thereafter, a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement this private placement of the Units of Limited Partnership Interest (the "Private Placement") must be on the form provided in the Memorandum. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.