RFMC WILLOWBRIDGE FUND, L.P. FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
EXHIBIT
3.3
RFMC WILLOWBRIDGE FUND,
L.P.
FOURTH AMENDMENT
TO
AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
This
FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT, dated as of March 10, 2010 (this “Amendment”), to the Amended and
Restated Limited Partnership Agreement of RFMC Willowbridge Fund, L.P., a
Delaware limited partnership (the “Partnership”), dated as of April 5, 1998, as
amended by that First Amendment to Amended and Restated Limited Partnership
Agreement dated as of December 31, 2002, that Second Amendment to Amended and
Restated Limited Partnership Agreement dated as of November 12, 2003 and that
Third Amendment to Amended and Restated Limited Partnership Agreement dated as
of September 8, 2006 (collectively, the “Agreement”), is made and entered by and
between Ruvane Fund Management Corporation, a Delaware corporation, as the
general partner of the Partnership the (“General Partner”), and the limited
partners of the Partnership. The limited partners of the Partnership shall be
referred to herein as “Limited Partners” with the General Partner and the
Limited Partners hereinafter referred to as the “Partners”.
WHEREAS,
it is desired that the Agreement be amended to provide for the matters set forth
herein;
NOW,
THEREFORE, the is amended as follows:
1. Amendment.
(a) The
Agreement is amended hereby so that the name of the Partnership is changed from
“RFMC Willowbridge Fund, L.P.” to “RFMC Tactical Advisors Fund, LP” and every
reference in the Agreement to “RFMC Willowbridge Fund, L.P.” shall be replaced
by the words “RFMC Tactical Advisors Fund, LP”
2. Effectiveness.
This
Amendment shall be effective as of the date hereof.
3. Governing
Law.
The
parties agree that this Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. Amendment.
On and
after the date hereof, any reference in the Agreement to “this Agreement,” or
words of like import, shall mean the Agreement as amended hereby.
IN
WITNESS WHEREOF, this Fourth Amendment to Amended and Restated Limited
Partnership Agreement has been executed for and on behalf of the undersigned as
of the day and year first above written.
General
Partner
RUVANE
FUND MANAGEMENT CORPORATION
By: ___________________________________
Xxxxxx X.
Xxxxxx
President
