DMR MORTGAGE OPPORTUNITY FUND LP SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of September 22, 2008 DECLARATION MANAGEMENT & RESEARCH LLC General PartnerLimited Partnership Agreement • October 27th, 2008 • DMR Mortgage Opportunity Fund LP • Delaware
This Second Amended and Restated Limited Partnership Agreement (this “Agreement”) dated as of September 22, 2008 supersedes the Amended and Restated Limited Partnership Agreement of the Fund dated as of May 15, 2008, which shall be of no further force or effect, and provides for the governance of the Fund as follows:
DMR MORTGAGE OPPORTUNITY FUND LP DECLARATION MANAGEMENT & RESEARCH LLC AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT DATED AS OF ________ __, 2008Investment Advisory Agreement • October 27th, 2008 • DMR Mortgage Opportunity Fund LP • New York
This Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of ________ __, 2008 by and between DMR MORTGAGE OPPORTUNITY FUND LP (the “Fund”), a Delaware limited partnership whose principal office is c/o Declaration Management & Research LLC, 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102, and DECLARATION MANAGEMENT & RESEARCH LLC (“Declaration”), a Delaware limited liability company whose principal office is 1800 Tysons Boulevard, Suite 200, McLean, Virginia 22102. This Agreement supercedes the Investment Advisory Agreement dated as of May 15, 2008 by and between the Fund and Declaration (the “Original Agreement”), which shall be of no further force or effect.
DMR MORTGAGE OPPORTUNITY FUND LP SUBSCRIPTION AND CAPITAL COMMITMENT AGREEMENT LIMITED PARTNERSHIP INTERESTS Minimum Capital Commitment: $5,000,000 THESE ARE SPECULATIVE SECURITIES FOR THE USE OF U.S. INVESTORS ONLY September 22, 2008 ONLY “ELIGIBLE...DMR Mortgage Opportunity Fund LP • October 27th, 2008 • Delaware
DMR Mortgage Opportunity Fund LP (the “Fund”) is a speculative investment offered only to persons meeting the qualifications specified in this Subscription and Capital Commitment Agreement. Those prospective investors that meet such qualifications are referred to herein as “Eligible Investors.” Among such qualifications each Eligible Investor must be (i) an institutional “accredited investor,” as defined in Regulation D under the Securities Act of 1933, as amended, and (ii) a “qualified client” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended, unless otherwise determined by the Fund. All investors must have a high level of financial sophistication and be able to evaluate the merits and risks of a specialized, non-traditional investment vehicle such as the Fund, including the risk of losing one’s entire investment. The speculative nature of an investment in the Fund makes it appropriate only for a limited portion of the risk segment of a portfolio. This Subscr
