General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s purposes, including, without limitation, the following: 7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s assets to one or more investment managers; 7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans; 7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund; 7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner; 7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate; 7.1.6 To engage in any transaction with the General Partner’s Affiliates; 7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s management of the Fund; 7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code; 7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner; 7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners; 7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners; 7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners; 7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%); 7.1.14 To amend this Agreement in accordance with Section 10.2; and 7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 5 contracts
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP), Limited Partnership Agreement (MA Managed Futures Fund, LP), Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) notional net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 2 contracts
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP), Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s 's purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s 's assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s 's business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s 's Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s 's management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “"agency cross transaction” " (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s 's assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 1 contract
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus Memorandum and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 1 contract
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 1 contract
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s 's purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s 's assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s 's business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s 's Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s 's management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “"agency cross transaction” " (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s 's assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) notional net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 1 contract
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the Fund. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, and authority to obligate and bind the Fund and, on behalf of and in the name of the Fund, to take any investment action of any kind and to do anything it deems necessary or advisable in pursuit of the Fund’s purposes, including, without limitation, the following:
7.1.1 To purchase, hold, sell, lend, borrow, or otherwise deal in those investment assets described in the Prospectus and to exercise all rights, powers, privileges, and other incidents of ownership with respect thereto; and to delegate the authority to engage in such activities as to some or all of the Fund’s assets to one or more investment managers;
7.1.2 To borrow funds on behalf of the Fund and to pledge and hypothecate assets of the Fund for such loans;
7.1.3 To open, maintain, conduct, and close accounts, including accounts with banks or other custodians for Fund assets, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the Fund;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s Affiliates;
7.1.7 To purchase, from or through others, contracts of liability, casualty, and other insurance which the General Partner deems advisable, appropriate, or convenient for the protection of the investment assets acquired by the Fund for any purpose convenient or beneficial to the Fund, including insurance policies insuring the General Partner and/or the Fund against liabilities that may arise out of the General Partner’s management of the Fund;
7.1.8 To make all tax elections required or permitted to be made by the Fund, including elections under Section 754 of the Code;
7.1.9 To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Fund, the General Partner, or fewer than all the Limited Partners;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);.
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Fund.
Appears in 1 contract
Samples: Limited Partnership Agreement (MA Managed Futures Fund, LP)
General Authority and Power. Except Subject to Section 2.6 and the Investment Guidelines, and except as otherwise provided in this Agreement, the General Partner will have exclusive management and control of the business of the FundPartnership and will make all decisions affecting the Partnership and the Partnership’s assets. In addition to the rights, powers, powers and authority granted elsewhere in this Agreement and by law, the General Partner will have the right, power, power and authority to obligate and bind the Fund Partnership and, on behalf of and in the name of the FundPartnership, to take any investment action of any kind and to do anything it deems necessary or advisable appropriate in pursuit of the FundPartnership’s purposes, including, without limitationsubject to the provisions of this Agreement. Without limiting the generality of the foregoing, the followingGeneral Partner is specifically authorized to cause the Partnership to:
7.1.1 To source, identify and evaluate investment opportunities for the Partnership;
7.1.2 select and approve the investment of Partnership funds in accordance with the Investment Guidelines and Section 7.4;
7.1.3 purchase, hold, sell, lend, borrow, borrow or otherwise deal in those investment assets described in the Prospectus Investments, and to exercise all rights, powers, privileges, privileges and other incidents of ownership with respect thereto; and , subject to delegate the authority to engage in such activities as to some or all Investment Guidelines;
7.1.4 hold a portion of the FundPartnership’s assets to one or more investment managersin cash, cash equivalents and other short term Securities in accordance with the Investment Guidelines and Section 7.4;
7.1.2 To 7.1.5 borrow funds and/or Investments on behalf of the Fund Partnership and to pledge and hypothecate assets of the Fund for such loansPartnership to secure those borrowings, subject to the Investment Guidelines;
7.1.3 To 7.1.6 monitor and analyze the progress of all Partnership Investments on behalf of the Partnership;
7.1.7 open, maintain, conductconduct and close accounts with intermediaries for and counterparties to transactions in or involving Investments, and close accounts, including accounts with banks or other custodians for Fund assetsbanks, each as selected by the General Partner, and to draw checks or other orders for the payment of money by the FundPartnership;
7.1.4 To transact business through broker-dealers, banks, and other persons (including Affiliates of the General Partner) selected by the General Partner;
7.1.5 To employ from time to time, at the expense of the Fund, persons required for the Fund’s business, including managers of managed futures accounts or other managers to manage any asset of the Fund, accountants, attorneys, investment advisers, financial consultants, and others, regardless of whether such persons also may be employed by the General Partner or its Affiliates; to enter into and exercise on behalf of the Fund, agreements and contracts with such persons on such terms and for such compensation as the General Partner determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the General Partner may deem advisable or appropriate;
7.1.6 To engage in any transaction with the General Partner’s Affiliates;
7.1.7 To 7.1.8 purchase, from or through others, contracts of liability, casualty, casualty and other insurance which that the General Partner deems advisable, appropriate, appropriate or convenient for the protection of the investment assets Investments acquired by the Fund Partnership or other assets or affairs of the Partnership or for any purpose convenient or beneficial to the FundPartnership, including policies of insurance policies insuring the General Partner and/or the Fund Partnership against liabilities that may arise out of the General Partner’s management of the FundPartnership;
7.1.8 To 7.1.9 make all tax elections required or permitted to be made by the FundPartnership, including elections under Section 754 of the Code;
7.1.9 To 7.1.10 file, conduct and defend legal proceedings of any form, including proceedings form by or against Partnersthe Partnership, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner;
7.1.10 To admit Limited Partners or additional or successor General Partners to the Fund and to remove Limited Partners;
7.1.11 To effect on behalf of the Fund any “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act) through the General Partner or any Affiliate of the General Partner that is registered as a broker or dealer; provided that the authority granted in this subsection may be revoked at any time by the General Partner or by vote or consent of a Majority in Interest of the Limited Partners;
7.1.12 To waive or reduce, in whole or in part, any notice period, minimum amount requirement, requirement or other limitation or restriction imposed on capital contributions Capital Contributions or withdrawals of capitalcapital by a Limited Partner; and/or waive, reduce orreduce, by agreement with any Limited Partnerpostpone, delay or otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that a Limited Partner by this Agreement. The General Partner will have such right, power, and authority regardless ;
7.1.12 participate in or consult regarding the management of whether such notice period, minimum amount, limitation, restriction, feeor transactions involving issuers of Investments, or special allocation, designate agents to participate or the waiver or reduction thereof, operates for the benefit consult regarding any of the Fund, the General Partner, or fewer than all the Limited Partnersthose matters;
7.1.13 To enter into and terminate, on behalf of the Fund, investment management agreements or, in the case of a managed futures fund, limited partnership agreements or their equivalent with one or more investment managers pursuant to which such investment manager will act as an investment manager for the Fund, or a managed futures fund in which the Fund invests, and have discretion to invest the Fund’s assets, provided that such agreements may not compensate such investment managers with a management fee exceeding two percent (2.0%) of actual (as opposed to notional) net assets per annum or a performance-based fee exceeding twenty percent (20%), and that any performance-based fee must be subject to a loss carryforward provision, and provided further that such investment management agreements or limited partnership agreements must limit the use of notional funding in the trading or investment program to two hundred percent (200%);
7.1.14 To amend this Agreement in accordance with Section 10.2; and
7.1.15 To engage in any kind of activity, and to perform and carry out contracts of any kind kind, necessary to, or in connection with, or incidental to the accomplishment of, the Partnership’s purposes;
7.1.14 hire, monitor and remove consultants and attorneys as it may deem necessary or advisable, which consultants and attorneys shall be reasonably acceptable to KRS; and
7.1.15 retain the Investment Manager as the investment manager of the purposes Partnership pursuant to the Investment Management Agreement, for which the Investment Manager will be paid the Management Fee. Neither the General Partner nor the Investment Manager may further delegate any of its duties hereunder to any other Person without the Fundprior written consent of KRS.
Appears in 1 contract
Samples: Limited Partnership Agreement
