SUPERFUND GOLD, L.P. LIMITED PARTNERSHIP AGREEMENT
EXHIBIT 3.02
This Limited Partnership Agreement (the “Agreement”) is made as of March 19, 2008, by and
among Superfund Capital Management, Inc., a Grenada corporation (the “General Partner”), Roman
Gregorig, as the initial limited partner (the “Initial Limited Partner”) of each series designated
hereunder (each, a “Series”) and each other party who becomes a party to this Limited Partnership
Agreement as an owner of a unit (“Unit”) of beneficial interest in a Series and who is shown on the
books and records of the Partnership with respect to such Series as a limited partner
(individually, a “Limited Partner” and collectively, the “Limited Partners”).
1. Formation; Name. The parties to this Agreement have formed a limited partnership
under the Delaware Revised Uniform Limited Partnership Act, as amended and in effect on the date of
this Agreement (the “Act”). The name of the limited partnership is Superfund Gold, L.P. (the
“Partnership”). The General Partner has executed and filed a Certificate of Limited Partnership of
the Partnership in accordance with the Act.
2. Units of Limited Partnership. The beneficial interest in the Partnership shall be
divided into an unlimited number of Units. The General Partner may, from time to time, authorize
the designation of the Units into one or more Series. All Units issued hereunder shall be fully
paid and nonassessable.
3. Establishment of Series. The Partnership shall consist of one or more separate and
distinct Series as contemplated by Section 17-218 of the Act. The General Partner hereby
establishes and designates the following Series: “Superfund Gold, L.P. Series A” (“Series A”) and
“Superfund Gold, L.P. Series B” (“Series B”). The General Partner, in addition to being the general
partner of the Partnership shall be the general partner associated with each Series designated and
established hereunder. The Units of each Series shall have the relative rights and preferences
provided for herein and such rights as may be designated by the General Partner. The General
Partner shall cause separate and distinct records for each Series to be maintained and the
Partnership shall hold and account for the assets associated therewith separately from the other
Partnership property and the assets associated with any other Series. Each Unit of a Series shall
represent an equal beneficial interest in the net assets associated with that Series.
All consideration received by the Partnership for the issue or sale of the Units of a Series,
together with all assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or
liquidation of such assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall be held and accounted for separately from the
other assets of the Partnership and of every other Series.
A particular Series shall be charged with the liabilities of that Series, and all expenses,
costs, charges and reserves attributable to any particular Series shall be borne by such Series.
Any general liabilities, expenses, costs, charges or reserves of the Partnership (or any Series)
that are not readily identifiable as chargeable to or bearable by any particular Series shall be
allocated and charged by the General Partner between or among any one or more of the Series in such
manner as the General Partner in its sole discretion deems fair and equitable. Without limiting
the foregoing provisions of this subsection, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular Series shall be
enforceable only against the assets belonging to such Series, and not against the assets of the
Partnership generally or the assets belonging to any other Series, and none of the debts,
liabilities obligations and expenses incurred, contracted for or otherwise existing with respect to
the Partnership generally or any other Series shall be enforceable against the assets belong to
such Series.
4. Creation of Accounts. The General Partner shall establish and maintain an account
entitled “Superfund Gold, L.P. Series A Account” (the “Series A Account”) and an account entitled
“Superfund Gold, L.P. Series B Account” (the “Series B Account”), and deposit the sum of $1,000.00
in the Series A Account and the sum of $1,000.00 in the Series B Account in connection therewith.
The sums held in the Series A Account shall be held for the benefit of the Series A and the sums
held in the Series B Account shall be held for the benefit of Series B and such accounts shall be
segregated from each other and from the Partnership generally and separate records with respect
thereto shall be kept for purposes of Section 17-218 of the Act.
5. Principal Office. The address of the principal office of each Series shall be c/o
Superfund Capital Management, Inc., Xxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxxx Xxxx, Xx. George’s,
Grenada, West Indies; telephone (000) 000-0000. The General Partner is located at the same address.
Registered Agents Legal Services, LLC shall receive service of process on
each Series of the Partnership in the State of Delaware at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000.
6. Capital Contributions; Units. The Partners’ respective capital contributions to
the Partnership in respect of a Series shall be as shown on the books and records of the applicable
Series.
7. Capital Accounts and Allocations. A capital account will be established for each
Unit in each Series and the General Partner with respect to each Series. The balance of each
capital account will be the amount contributed to a Series in respect of a Unit or by the General
Partner increased by (i) the amount of all net income and gains allocated to such Unit or the
General Partner and decreased by (ii) the amount of all net losses allocated to such Unit or the
General Partner. It is intended that the capital accounts will be maintained at all times in
accordance with Section 704 of the Internal Revenue Code of 1986, as amended, and applicable
Treasury regulations thereunder.
8. Expenses. Each Series shall bear any and all charges incidental to its operations.
Each Series shall bear all legal, accounting and ordinary operating and extraordinary expenses
(e.g., litigation costs or damages) incurred in connection with its activities.
9. Initial Limited Partner. The Initial Limited Partner shall contribute $1,000 to
the capital of each of Series A and Series B and shall be issued a Unit of each such Series and
shall be a Limited Partner in each such Series. Immediately subsequent to the time of the
admission to a Series of an additional Limited Partner, the Initial Limited Partner’s Unit in such
Series shall be redeemed and the Initial Limited Partner shall be withdrawn from such Series as a
limited partner without any further action on the part of the Initial Limited Partner.
10. Business. The business and purpose of the Partnership and each Series is to
trade, buy, sell, swap or otherwise acquire, hold or dispose of commodities, securities (such as
United States Treasury securities) approved by the Commodity Futures Trading Commission for
investment of customer funds and other securities on a limited basis, and any rights pertaining
thereto and any options thereon. The objective of the Partnership (and each Series’) is to
maintain the approximate equivalent of a dollar for dollar investment in gold while seeking
appreciation of assets through speculative trading by the General Partner.
11. Fiscal Year. The fiscal year of the Partnership and each Series shall be the
calendar year.
IN WITNESS WHEREOF, the undersigned have duly executed this Limited Partnership Agreement as
of the day and year first above written.
| SUPERFUND CAPITAL MANAGEMENT, INC. as General Partner |
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| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | President | |||
| INITIAL LIMITED PARTNER—SERIES A |
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| /s/ Roman Gregorig | ||||
| ROMAN GREGORIG | ||||
| INITIAL LIMITED PARTNER—SERIES B |
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| /s/ Roman Gregorig | ||||
| ROMAN GREGORIG | ||||
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