Common use of Management of the Fund Clause in Contracts

Management of the Fund. The General Partner, to the exclusion of all Limited Partners, shall control, conduct and manage the business of the Fund. No Limited Partner shall have the power to represent, act for, sign for or bind the General Partner or the Fund. No Limited Partner shall be entitled to any salary, draw or other compensation from the Fund on account of his investment in the Fund. The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Partners (subject to the allocation provisions hereof), shall execute various documents on behalf of the Fund and the Partners pursuant to powers of attorney and supervise the liquidation of the Fund if an event causing dissolution of the Fund occurs. In the event that the General Partner has been removed or becomes bankrupt or insolvent, unless the business of the Fund is continued pursuant to the terms hereof or the Act, the majority in interest of the Limited Partners may propose and approve a representative to supervise the liquidation of the Fund. The General Partner may in furtherance of the business of the Fund cause the Fund to buy, sell, hold, otherwise acquire or dispose of commodities, futures contracts and forward contracts and options traded on exchanges or otherwise, repurchase agreements, interest-bearing securities, deposit accounts and similar instruments and other assets, and cause the Fund’s trading to be limited to only certain of the foregoing instruments and to be hedged pursuant to whatever technique the General Partner deems most appropriate. The General Partner is hereby authorized to perform all other duties imposed by Sections 6221 through 6232 of the Code, on the General Partner as “tax matters partner” of the Fund, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to the Fund’s tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to the Fund’s tax items; (c) the power to file a petition with an appropriate federal court for review of a final administrative adjustment; (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, certain Limited Partners unless each such Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on his behalf. The General Partner may, in its sole discretion, make or refrain from making the election contemplated by Section 754 of the Code, on behalf of the Fund, and determine how to classify items of income, gain, expense or profit for federal or state income tax purposes on the Fund’s tax returns and the Form K-1s (or any successor form) transmitted to the Limited Partners. The General Partner may take such other actions on behalf of the Fund as it deems necessary, desirable, appropriate, convenient or incidental to manage the business of the Fund. The General Partner shall, at its option, be entitled to supervise the liquidation of the Fund, unless the General Partner has been removed or becomes bankrupt or insolvent. The General Partner is engaged, and may in the future engage, in other business activities and, subject to Paragraphs 5 and 6 hereof, shall not be required to refrain from any other activity nor forego any profits from any such activity, including without limitation, whether as general partner, commodity broker or advisor of additional partnerships for investment in the commodity markets or otherwise and whether or not in competition with the Fund. Limited Partners may similarly engage in any such other business activities. The General Partner shall devote to the Fund such time as the General Partner may deem advisable to conduct the Fund’s business and affairs. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Fund, nor to determine any fact or circumstance bearing upon the existence of its authority.

Management of the Fund. The General Partner, to the exclusion of all Limited Partners, shall control, conduct and manage the business of the Fund. No Limited Partner shall have the power to represent, act for, sign for or bind the General Partner or the Fund. No Limited Partner shall be entitled to any salary, draw or other compensation from the Fund on account of his investment in the Fund. The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Partners (subject to the allocation provisions hereof), shall execute various documents on behalf of the Fund and the Partners pursuant to powers of attorney and supervise the liquidation of the Fund if an event causing dissolution of the Fund occurs. In the event that the General Partner has been removed or becomes bankrupt or insolvent, unless the business of the Fund is continued pursuant to the terms hereof or the Act, the majority in interest of the Limited Partners may propose and approve a representative to supervise the liquidation of the Fund. The General Partner may in furtherance of the business of the Fund cause the Fund to buy, sell, hold, otherwise acquire or dispose of commodities, futures contracts and forward contracts and options traded on exchanges or otherwise, repurchase agreements, interest-bearing securities, deposit accounts and similar instruments and other assets, and cause the Fund’s trading to be limited to only certain of the foregoing instruments and to be hedged pursuant to whatever technique the General Partner deems most appropriate. The General Partner is hereby authorized to perform all other duties imposed by Sections 6221 through 6232 of the Code, on the General Partner as “tax matters partner” of the Fund, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to the Fund’s tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to the Fund’s tax items; (c) the power to file a petition with an appropriate federal court for review of a final administrative adjustment; (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, certain each Limited Partners Partner unless each such Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on his behalf. The General Partner may, in its sole discretion, make or refrain from making the election contemplated by Section 754 of the Code, on behalf of the Fund, and determine how to classify items of income, gain, expense or profit for federal or state income tax purposes on the Fund’s tax returns and the Form K-1s (or any successor form) transmitted to the Limited Partners. The General Partner may take such other actions on behalf of the Fund as it deems necessary, desirable, appropriate, convenient or incidental to manage the business of the Fund. The General Partner shall, at its option, be entitled to supervise the liquidation of the Fund, unless the General Partner has been removed or becomes bankrupt or insolvent. The General Partner is engaged, and may in the future engage, in other business activities and, subject to Paragraphs 5 and 6 hereof, shall not be required to refrain from any other activity nor forego any profits from any such activity, including without limitation, whether as general partner, commodity broker or advisor of additional partnerships for investment in the commodity markets or otherwise and whether or not in competition with the Fund. Limited Partners may similarly engage in any such other business activities. The General Partner shall devote to the Fund such time as the General Partner may deem advisable to conduct the Fund’s business and affairs. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Fund, nor to determine any fact or circumstance bearing upon the existence of its authority.

Management of the Fund. The General Partner, to the exclusion of all Limited Partners, shall control, conduct and manage the business of the Fund. No Limited Partner shall have the power to represent, act for, sign for or bind the General Partner or the Fund. No Limited Partner shall be entitled to any salary, draw or other compensation from the Fund on account of his investment in the Fund. The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Partners (subject to the allocation provisions hereof), shall execute various documents on behalf of the Fund and the Partners pursuant to powers of attorney and supervise the liquidation of the Fund if an event causing dissolution of the Fund occurs. In the event that the General Partner has been removed or becomes bankrupt or insolvent, unless the business of the Fund is continued pursuant to the terms hereof or the Act, the majority in interest of the Limited Partners may propose and approve a representative to supervise the liquidation of the Fund. The General Partner may in furtherance of the business of the Fund cause the Fund to buy, sell, hold, otherwise acquire or dispose of commodities, futures contracts and forward contracts and options traded on exchanges or otherwise, repurchase agreements, interest-bearing securities, deposit accounts and similar instruments and other assets, and cause the Fund’s 's trading to be limited to only certain of the foregoing instruments and to be hedged pursuant to whatever technique the General Partner deems most appropriate. The General Partner is hereby authorized to perform all other duties imposed by Sections 6221 through 6232 of the Code, on the General Partner as “"tax matters partner” " of the Fund, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to the Fund’s 's tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to the Fund’s 's tax items; (c) the power to file a petition with an appropriate federal court for review of a final administrative adjustment; (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, certain each Limited Partners Partner unless each such Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on his behalf. The General Partner may, in its sole discretion, make or refrain from making the election contemplated by Section 754 of the Code, on behalf of the Fund, and determine how to classify items of income, gain, expense or profit for federal or state income tax purposes on the Fund’s 's tax returns and the Form K-1s (or any successor form) transmitted to the Limited Partners. The General Partner may take such other actions on behalf of the Fund as it deems necessary, desirable, appropriate, convenient or incidental to manage the business of the Fund. The General Partner shall, at its option, be entitled to supervise the liquidation of the Fund, unless the General Partner has been removed or becomes bankrupt or insolvent. The General Partner is engaged, and may in the future engage, in other business activities and, subject to Paragraphs 5 and 6 hereof, shall not be required to refrain from any other activity nor forego any profits from any such activity, including without limitation, whether as general partner, commodity broker or advisor of additional partnerships for investment in the commodity markets or otherwise and whether or not in competition with the Fund. Limited Partners may similarly engage in any such other business activities. The General Partner shall devote to the Fund such time as the General Partner may deem advisable to conduct the Fund’s 's business and affairs. No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Fund, nor to determine any fact or circumstance bearing upon the existence of its authority.