Common use of Transferability of Units A Clause in Contracts

Transferability of Units A. Transfers or assignments of Units are subject to the consent of the General Partners. B. The General Partners shall consent to a transfer of a Unit except the General Partners shall not consent if one or more of the following transfer restrictions applies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto, would, in the opinion of counsel for the Fund, result in the Fund being considered to have terminated within the meaning of Section 708 of the Code. The General Partners shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Fund is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Fund or would cause the Fund to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if, in the opinion of counsel to the Fund, such transfer would cause the Fund to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Fund being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). (vii) No transfer or assignment shall be made if such transfer or assignment would result in the Fund being disqualified to participate in any government program involving the business of the Fund or in the opinion of the General Partners would otherwise adversely impact upon the business or operations of the Fund. A-29

Transferability of Units A. Transfers or assignments of Units are subject to the consent of the General Partners. B. The General Partners shall consent to generally transferable, provided, however, that a transfer of a Unit except the General Partners Units shall not consent be prohibited if one or more of the following transfer restrictions applies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of 12 twelve (12) consecutive months prior thereto, would, in the opinion of counsel for the FundPartnership, result in the Fund Partnership being considered to have terminated within the meaning of Section 708 708(b)(1)(A) of the Code. The General Partners Partner shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Fund Partnership is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Fund Partnership or would cause the Fund Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if, if in the opinion of counsel Counsel to the Fund, Partnership such transfer would cause the Fund Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged thrugh or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor or transferee may hold zero Units. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Fund Partnership being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). (vii) No transfer or assignment shall be made if such transfer or assignment would result in the Fund being disqualified to participate in any government program involving the business of the Fund or in the opinion of the General Partners would otherwise adversely impact upon the business or operations of the Fund. A-29.

Transferability of Units A. Transfers or assignments of Units are subject to the consent of the General Partners. B. The General Partners shall consent to generally transferable, provided, however, that a transfer of a Unit except the General Partners Units shall not consent be prohib- ited if one or more of the following restrictions applies and, as. to (i), (ii), (iii) and (iv), the prohibition on transfer restrictions appliesis supported by an opinion of counsel: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of 12 twelve (12) consecutive months prior thereto, would, in the opinion of counsel for the Fund, would result in the Fund Partnership being considered to have terminated within the meaning of Section 708 708(b)(1)(A) of the Code. The General Partners Partner shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Fund is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Fund Partnership or would cause the Fund Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if, in the opinion of counsel to the Fund, if such transfer would cause the Fund Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor may hold zero Units. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Fund Partnership being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). (vii) No transfer or assignment shall be made if such transfer or assignment would result in the Fund being disqualified to participate in any government program involving the business of the Fund or in the opinion of the General Partners would otherwise adversely impact upon the business or operations of the Fund. A-29A-28

Transferability of Units A. Transfers or assignments of Units are subject to the consent of the General Partners. B. The General Partners shall consent to generally transferable, provided, however, that a transfer of a Unit except the General Partners Units shall not consent be prohibited if one or more of the following transfer restrictions applies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of 12 twelve (12) consecutive months prior thereto, would, in the opinion of counsel for the FundPartnership, result in the Fund Partnership being considered to have terminated within the meaning of Section 708 708(b)(1)(B) of the Code. The General Partners Partner shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Fund Partnership is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Fund Partnership or would cause the Fund Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if, if in the opinion of counsel to the Fund, Partnership such transfer would cause the Fund Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four. , or (vb) No transfer less than 200 Units, except for Individual Retirement Accounts, or assignment of any Unit shall be made if it would result (c) less than 80 Units in the assets case of the Fund being treated as "plan assets" Individual Retirement Accounts, provided, however, that any such transferor or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). (vii) No transfer or assignment shall be made if such transfer or assignment would result in the Fund being disqualified to participate in any government program involving the business of the Fund or in the opinion of the General Partners would otherwise adversely impact upon the business or operations of the Fund. A-29transferee may hold zero Units.