Common use of General Partner Delegation; Powers of Board of Directors Clause in Contracts

General Partner Delegation; Powers of Board of Directors. The management and control of the business and affairs of the Fund is hereby delegated by the General Partner to the Board of Directors pursuant to Section 17-403 of the DRULPA; provided however that the General Partner shall take such action with respect to the Fund as is specifically provided in this Partnership Agreement. As a result of the delegation of the General Partner’s duties herein, the General Partner shall be responsible for performing only the following duties with respect to the Fund: (1) to execute and file with the Office of the Secretary of State of the State of Delaware, the Certificate of Limited Partnership and any amendments thereto or restatements thereof required to be filed pursuant to the DRULPA; (2) to execute and file any other certificates required to be filed on behalf of the Fund with the Office of the Secretary of State of the State of Delaware; (3) to execute any amendments to or restatements of this Partnership Agreement in accordance with the terms of this Partnership Agreement (including the By-Laws); (4) to perform any other action that the DRULPA requires be performed by a general partner of a limited partnership (and which may not be performed by a delegatee of a general partner); and (5) to serve as “Tax Matters Partner” with respect to the Fund or any Series which is taxable as a partnership. As provided in the foregoing paragraph, subject to the other provisions of this Partnership Agreement, the business and affairs of the Fund shall be managed by the Board of Directors, and such Board of Directors shall have all powers necessary, desirable or convenient to carry out that responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Fund. The Board of Directors shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Fund. The Board of Directors shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Fund and the business of the Fund to the same extent as if the Directors were the sole owners of the assets and business of the Fund in their own right, including such authority, power and control to do all acts and things as the Board of Directors, in its sole discretion, shall deem proper to accomplish the purposes of this Fund. Without limiting the foregoing, the Board of Directors may (1) adopt, amend and repeal By-Laws, not inconsistent with this Partnership Agreement, that provide for the regulation and management of the affairs of the Fund; (2) fill vacancies in or remove from its number in accordance with this Partnership Agreement and the By-Laws, and may elect and remove such officers and appoint and terminate such agents as it considers appropriate; (3) appoint from its own number and establish and terminate one or more committees consisting of two or more Directors, including, without limitation, an Executive Committee, that may exercise the powers and authority of the Board of Directors to the extent that the Board of Directors determines; (4) employ one or more custodians of the Fund Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such Fund Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or all of them; (6) provide for the issuance and distribution of Shares by the Fund directly or through one or more Principal Underwriters or otherwise; (7) retain one or more Investment Advisers or Sub-Advisers; (8) redeem, repurchase or transfer Shares pursuant to applicable law; (9) set record dates for the determination of Investors with respect to various matters, in the manner provided in the By-Laws; (10) declare and pay distributions of income and of capital gains to Investors from the Fund Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares or any Class of Investors associated with a Series, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies; and (12) in general, delegate such authority as it considers desirable to any officer of the Fund, any committee of the Board of Directors, any agent or employee of the Fund, or any such custodian, transfer agent, distribution disbursing agent, shareholder servicing agent, administrative services agent, Principal Underwriter, Investment Adviser or Sub-Adviser. Without limiting the foregoing, the Board of Directors shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the best interests of the Fund made by the Board of Directors in good faith shall be conclusive. The powers delegated to the Board of Directors in this Section 1 are without prejudice to the delegated powers of the Board of Directors set forth in the other provisions of this Partnership Agreement and the By-Laws. In construing the provisions of this Partnership Agreement, the presumption shall be in favor of a grant of power to the Board of Directors. Unless otherwise specified herein or required by law, actions by the Board of Directors shall be taken in accordance with the By-Laws. Unless otherwise specified herein or in the By-Laws or required by law, any action by the Board of Directors shall be deemed effective if approved or taken by a majority of the Directors present at a meeting of Directors at which a quorum of Directors is present, within or without the State of Delaware. Any action required or permitted to be taken by the Board of Directors, or a committee thereof, may be taken without a meeting, without prior notice, if a majority of the members of the Board of Directors, or committee thereof, as the case may be, shall individually or collectively consent in writing (manually or electronically) to that action. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Directors, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors, or committee thereof, as the case may be. The General Partner and the Directors shall devote to the affairs of the Fund such time as may be necessary for the proper performance of their respective duties hereunder, but the General Partner and the Directors are not expected to devote their full time to the performance of such duties. The Directors, the General Partner or any Affiliate, partner or employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. None of the Fund or any Investor shall have the right to participate or share in such business or venture or any profit or compensation derived therefrom.

General Partner Delegation; Powers of Board of Directors. The management and control of the business and affairs of the Fund Partnership is hereby delegated by the General Partner to the Board of Directors pursuant to Section 17-403 of the DRULPA; provided however that the General Partner shall take such action with respect to the Fund Partnership as is specifically provided in this Partnership Agreement. As a result of the delegation of the General Partner’s 's duties herein, the General Partner shall be responsible for performing only the following duties with respect to the FundPartnership: (1) to execute and file with the Office of the Secretary of State of the State of Delaware, the Certificate of Limited Partnership and any amendments thereto or restatements thereof required to be filed pursuant to the DRULPA; (2) to execute and file any other certificates required to be filed on behalf of the Fund Partnership with the Office of the Secretary of State of the State of Delaware; (3) to execute any amendments to or restatements of this Partnership Agreement in accordance with the terms of this Partnership Agreement (including the By-Laws); and (4) to perform any other action that the DRULPA requires be performed by a general partner of a limited partnership (and which may not be performed by a delegatee of a general partner); and (5) to serve as “Tax Matters Partner” with respect to the Fund or any Series which is taxable as a partnership. As provided in the foregoing paragraph, subject to the other provisions of this Partnership Agreement, the business and affairs of the Fund Partnership shall be managed by the Board of Directors, and such Board of Directors shall have all powers necessary, desirable or convenient to carry out that responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the FundPartnership. The Board of Directors shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the FundPartnership. The Board of Directors shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Fund Partnership and the business of the Fund Partnership to the same extent as if the Directors were the sole owners of the assets and business of the Fund Partnership in their own right, including such authority, power and control to do all acts and things as the Board of Directors, in its sole discretion, shall deem proper to accomplish the purposes of this FundPartnership. Without limiting the foregoing, the Board of Directors may (1) adopt, amend and repeal By-By- Laws, not inconsistent with this Partnership Agreement, that provide for the regulation and management of the affairs of the FundPartnership (which By-Laws shall constitute a part of this Partnership Agreement); (2) fill vacancies in or remove from its number in accordance with this Partnership Agreement and (including the By-Laws), and may elect and remove such officers and appoint and terminate such agents as it considers appropriate; (3) appoint from its own number and establish and terminate one or more committees consisting of two or more Directors, including, without limitation, an Executive Committee, that may exercise the powers and authority of the Board of Directors to the extent that the Board of Directors determines; (4) employ one or more custodians of the Fund Partnership Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such Fund Partnership Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or all of them; (6) provide for the issuance and distribution of Shares Interests by the Fund Partnership directly or through one or more Principal Underwriters or otherwise; (7) retain one or more Investment Advisers or Sub-Advisers; (8) redeem, repurchase or transfer Shares Interests pursuant to applicable law; (9) set record dates for the determination of Investors with respect to various matters, in the manner provided in the By-Laws; (10) declare and pay distributions of income and of capital gains to Investors from the Fund Partnership Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares Interests or any Class class of Investors associated with a Series, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policiespolicies and distinct investment purposes; and (12) in general, delegate such authority as it considers desirable to any officer of the FundPartnership, any committee of the Board of Directors, any agent or employee of the FundPartnership, or any such custodian, transfer agent, distribution disbursing agent, shareholder servicing agent, administrative services agent, Principal Underwriter, Underwriter or Investment Adviser or Sub-Adviser. Without limiting the foregoing, the Board of Directors shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the best interests of the Fund Partnership made by the Board of Directors in good faith shall be conclusive. The powers delegated to the Board of Directors in this Section 1 are without prejudice to the delegated powers of the Board of Directors set forth in the other provisions of this Partnership Agreement and (including the By-Laws). In construing the provisions of this Partnership Agreement, the presumption shall be in favor of a grant of power to the Board of Directors. Unless otherwise specified herein or required by law, actions by the Board of Directors shall be taken in accordance with the By-Laws. Unless otherwise specified herein or in the By-Laws or required by law, any action by the Board of Directors shall be deemed effective if approved or taken by a majority of the Directors present at a meeting of Directors at which a quorum of Directors is present, within or without the State of Delaware. Any action required or permitted to be taken by the Board of Directors, or a committee thereof, may be taken without a meeting, without prior notice, if a majority of the members of the Board of Directors, or committee thereof, as the case may be, shall individually or collectively consent in writing (manually or electronically) to that action. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Directors, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors, or committee thereof, as the case may be. The General Partner and the Directors shall devote to the affairs of the Fund Partnership such time as may be necessary for the proper performance of their respective duties hereunder, but the General Partner and the Directors are not expected to devote their full time to the performance of such duties. The Directors, the General Partner or any Affiliate, partner or employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. None of the Fund Partnership or any Investor shall have the right to participate or share in such business or venture or any profit or compensation derived therefrom.

General Partner Delegation; Powers of Board of Directors. The management and control of the business and affairs of the Fund Partnership is hereby delegated by the General Partner to the Board of Directors pursuant to Section 17-403 of the DRULPA; provided however that the General Partner shall take such action with respect to the Fund Partnership as is specifically provided in this Partnership Agreement. As a result of the delegation of the General Partner’s 's duties herein, the General Partner shall be responsible for performing only the following duties with respect to the FundPartnership: (1) to execute and file with the Office of the Secretary of State of the State of Delaware, the Certificate of Limited Partnership and any amendments thereto or restatements thereof required to be filed pursuant to the DRULPA; (2) to execute and file any other certificates required to be filed on behalf of the Fund Partnership with the Office of the Secretary of State of the State of Delaware; (3) to execute any amendments to or restatements of this Partnership Agreement in accordance with the terms of this Partnership Agreement (including the By-Laws); and (4) to perform any other action that the DRULPA requires be performed by a general partner of a limited partnership (and which may not be performed by a delegatee of a general partner); and (5) to serve as “Tax Matters Partner” with respect to the Fund or any Series which is taxable as a partnership. As provided in the foregoing paragraph, subject to the other provisions of this Partnership Agreement, the business and affairs of the Fund Partnership shall be managed by the Board of Directors, and such Board of Directors shall have all powers necessary, desirable or convenient to carry out that responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the FundPartnership. The Board of Directors shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the FundPartnership. The Board of Directors shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Fund Partnership and the business of the Fund Partnership to the same extent as if the Directors were the sole owners of the assets and business of the Fund Partnership in their own right, including such authority, power and control to do all acts and things as the Board of Directors, in its sole discretion, shall deem proper to accomplish the purposes of this FundPartnership. Without limiting the foregoing, the Board of Directors may (1) adopt, amend and repeal By-Laws, not inconsistent with this Partnership Agreement, that provide for the regulation and management of the affairs of the FundPartnership (which By-Laws shall constitute a part of this Partnership Agreement); (2) fill vacancies in or remove from its number in accordance with this Partnership Agreement and (including the By-Laws), and may elect and remove such officers and appoint and terminate such agents as it considers appropriate; (3) appoint from its own number and establish and terminate one or more committees consisting of two or more Directors, including, without limitation, an Executive Committee, that may exercise the powers and authority of the Board of Directors to the extent that the Board of Directors determines; (4) employ one or more custodians of the Fund Partnership Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such Fund Partnership Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or all of them; (6) provide for the issuance and distribution of Shares Interests by the Fund Partnership directly or through one or more Principal Underwriters or otherwise; (7) retain one or more Investment Advisers or Sub-Advisers; (8) redeem, repurchase or transfer Shares Interests pursuant to applicable law; (9) set record dates for the determination of Investors with respect to various matters, in the manner provided in the By-Laws; (10) declare and pay distributions of income and of capital gains to Investors from the Fund Partnership Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares Interests or any Class class of Investors associated with a Series, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policiespolicies and distinct investment purposes; and (12) in general, delegate such authority as it considers desirable to any officer of the FundPartnership, any committee of the Board of Directors, any agent or employee of the FundPartnership, or any such custodian, transfer agent, distribution disbursing agent, shareholder servicing agent, administrative services agent, Principal Underwriter, Underwriter or Investment Adviser or Sub-Adviser. Without limiting the foregoing, the Board of Directors shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the best interests of the Fund Partnership made by the Board of Directors in good faith shall be conclusive. The powers delegated to the Board of Directors in this Section 1 are without prejudice to the delegated powers of the Board of Directors set forth in the other provisions of this Partnership Agreement and (including the By-Laws). In construing the provisions of this Partnership Agreement, the presumption shall be in favor of a grant of power to the Board of Directors. Unless otherwise specified herein or required by law, actions by the Board of Directors shall be taken in accordance with the By-Laws. Unless otherwise specified herein or in the By-Laws or required by law, any action by the Board of Directors shall be deemed effective if approved or taken by a majority of the Directors present at a meeting of Directors at which a quorum of Directors is present, within or without the State of Delawarethen in office. Any action required or permitted to be taken by the Board of Directors, or a committee thereof, may be taken without a meeting, without prior notice, meeting if a majority of the members of the Board of Directors, or committee thereof, as the case may be, shall individually or collectively consent in writing (manually or electronically) to that action. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Directors, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors, or committee thereof, as the case may be. The General Partner and the Directors shall devote to the affairs of the Fund Partnership such time as may be necessary for the proper performance of their respective duties hereunder, but the General Partner and the Directors are not expected to devote their full time to the performance of such duties. The Directors, the General Partner or any Affiliate, partner or employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. None of the Fund Partnership or any Investor shall have the right to participate or share in such business or venture or any profit or compensation derived therefrom.

General Partner Delegation; Powers of Board of Directors. The management and control of the business and affairs of the Fund Partnership is hereby delegated by the General Partner to the Board of Directors pursuant to Section 17-403 of the DRULPA; provided however that the General Partner shall take such action with respect to the Fund Partnership as is specifically provided in this Partnership Agreement. As a result of the delegation of the General Partner’s 's duties herein, the General Partner shall be responsible for performing only the following duties with respect to the FundPartnership: (1) to execute and file with the Office of the Secretary of State of the State of Delaware, the Certificate of Limited Partnership and any amendments thereto or restatements thereof required to be filed pursuant to the DRULPA; (2) to execute and file any other certificates required to be filed on behalf of the Fund Partnership with the Office of the Secretary of State of the State of Delaware; (3) to execute any amendments to or restatements of this Partnership Agreement in accordance with the terms of this Partnership Agreement (including the By-Laws); and (4) to perform any other action that the DRULPA requires be performed by a general partner of a limited partnership (and which may not be performed by a delegatee of a general partner); and (5) to serve as “Tax Matters Partner” with respect to the Fund or any Series which is taxable as a partnership. As provided in the foregoing paragraph, subject to the other provisions of this Partnership Agreement, the business and affairs of the Fund Partnership shall be managed by the Board of Directors, and such Board of Directors shall have all powers necessary, desirable or convenient to carry out that responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the FundPartnership. The Board of Directors shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the FundPartnership. The Board of Directors shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Fund Partnership and the business of the Fund Partnership to the same extent as if the Directors were the sole owners of the assets and business of the Fund Partnership in their own right, including such authority, power and control to do all acts and things as the Board of Directors, in its sole discretion, shall deem proper to accomplish the purposes of this FundPartnership. Without limiting the foregoing, the Board of Directors may (1) adopt, amend and repeal By-Laws, not inconsistent with this Partnership Agreement, that provide for the regulation and management of the affairs of the FundPartnership (which By-Laws shall constitute a part of this Partnership Agreement); (2) fill vacancies in or remove from its number in accordance with this Partnership Agreement and (including the By-Laws), and may elect and remove such officers and appoint and terminate such agents as it considers appropriate; (3) appoint from its own number and establish and terminate one or more committees consisting of two or more Directors, including, without limitation, an Executive Committee, that may exercise the powers and authority of the Board of Directors to the extent that the Board of Directors determines; (4) employ one or more custodians of the Fund Partnership Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such Fund Partnership Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or all of them; (6) provide for the issuance and distribution of Shares Interests by the Fund Partnership directly or through one or more Principal Underwriters or otherwise; (7) retain one or more Investment Advisers or Sub-Advisers; (8) redeem, repurchase or transfer Shares Interests pursuant to applicable law; (9) set record dates for the determination of Investors with respect to various matters, in the manner provided in the By-Laws; (10) declare and pay distributions of income and of capital gains to Investors from the Fund Partnership Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares Interests or any Class class of Investors associated with a Series, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policiespolicies and distinct investment purposes; and (12) in general, delegate such authority as it considers desirable to any officer of the FundPartnership, any committee of the Board of Directors, any agent or employee of the FundPartnership, or any such custodian, transfer agent, distribution disbursing agent, shareholder servicing agent, administrative services agent, Principal Underwriter, Underwriter or Investment Adviser or Sub-Adviser. Without limiting the foregoing, the Board of Directors shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the best interests of the Fund Partnership made by the Board of Directors in good faith shall be conclusive. The powers delegated to the Board of Directors in this Section 1 are without prejudice to the delegated powers of the Board of Directors set forth in the other provisions of this Partnership Agreement and (including the By-Laws). In construing the provisions of this Partnership Agreement, the presumption shall be in favor of a grant of power to the Board of Directors. Unless otherwise specified herein or required by law, actions by the Board of Directors shall be taken in accordance with the By-Laws. Unless otherwise specified herein or in the By-Laws or required by law, any action by the Board of Directors shall be deemed effective if approved or taken by a majority of the Directors present at a meeting of Directors at which a quorum of Directors is present, within or without the State of Delaware. Any action required or permitted to be taken by the Board of Directors, or a committee thereof, may be taken without a meeting, without prior notice, if a majority of the members of the Board of Directors, or committee thereof, as the case may be, shall individually or collectively consent in writing (manually or electronically) to that action. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Directors, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors, or committee thereof, as the case may be. The General Partner and the Directors shall devote to the affairs of the Fund Partnership such time as may be necessary for the proper performance of their respective duties hereunder, but the General Partner and the Directors are not expected to devote their full time to the performance of such duties. The Directors, the General Partner or any Affiliate, partner or employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. None of the Fund Partnership or any Investor shall have the right to participate or share in such business or venture or any profit or compensation derived therefrom.