Limited Partnership Agreement Sample Contracts

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Global Diversified Futures Fund L.P. – Amendment No. 3 to the Limited Partnership Agreement of Global Diversified Futures Fund L.P. Dated as of June 15, 1998, and as Amended by Amendment No. 1 Dated as of August 8, 2014 and as Amended by Amendment No. 2 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Aaa Capital Energy Fund L.P. – Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. Dated as of January 1, 2015 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.

Diversified 2000 Futures Fund L.P. – Amendment No. 3 to the Limited Partnership Agreement of Diversified 2000 Futures Fund L.P. Dated as of August 25, 1999, and Amended and Restated as of October 1, 1999 and as Amended by Amendment No. 1 Dated as of August 8, 2014 and as Amended by Amendment No. 2 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Orion Futures Fund Lp – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Orion Futures Fund L.P. Dated as of August 31, 2012 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Emerging Cta Portfolio Lp – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Emerging CTA Portfolio L.P. Dated as of May 1, 2012 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Aaa Capital Energy Fund L.P. II – Amendment No. 2 to the Fourth Amended and Restated Limited Partnership Agreement of Managed Futures Premier Energy Fund L.P. II Dated as of January 1, 2015 and as Amended by Amendment No. 1 Dated as of December 30, 2015 (The "Agreement") (December 13th, 2017)

All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.

Potomac Futures Fund Lp – Amendment No. 1 to the Fourth Amended and Restated Limited Partnership Agreement of Potomac Futures Fund L.P. Dated as of February 29, 2016 (The "Agreement") (December 13th, 2017)

WHEREAS, consistent with the General Partner's authority to amend the Agreement without the consent of the Limited Partners under Paragraph 17(a), the Agreement shall be amended as follows:

Morgan Stanley Smith Barney Spectrum Select Lp – Eighth Amended and Restated Limited Partnership Agreement (December 11th, 2017)

This Eighth Amended and Restated Agreement of Limited Partnership, made as of December 8, 2017 (this Agreement), amends and restates the limited partnership agreement, made as of March 21, 1991, which was previously amended and restated as of August 31, 1993, October 17, 1996, May 31, 1998, February 28, 2000, April 25, 2005, April 2, 2007, and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.

Morgan Stanley Smith Barney Charter Aspect L.P. – Seventh Amended and Restated Limited Partnership Agreement (December 11th, 2017)

This Seventh Amended and Restated Agreement of Limited Partnership, made as of December 8, 2017 (this Agreement), amends and restates the limited partnership agreement, made as of October 22, 1993, which was previously amended and restated as of October 31, 2000, March 26, 2002, April 25, 2005, November 8, 2006, April 2, 2007, and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.

Morgan Stanley Smith Barney Spectrum Strategic Lp – Sixth Amended and Restated Limited Partnership Agreement (December 11th, 2017)

This Sixth Amended and Restated Agreement of Limited Partnership, made as of December 8, 2017 (this Agreement), amends and restates the limited partnership agreement made as of May 27, 1994, which was previously amended and restated as of May 31, 1998, February 28, 2000, April 25, 2005, April 2, 2007, and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.

Carter Validus Mission Critical REIT II, Inc. – Form of Third Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (December 6th, 2017)

In accordance with Section 4.4.C (Issuance of REIT Shares or Other Securities by the General Partner), Section 5.4 (Additional Partnership Interests), Section 7.1 (Management), including in particular clauses (21) (regarding the authority of the General Partner to issue additional Partnership Interests) and (23) (regarding the amendment and restatement of Exhibit A), and Section 7.3.D (regarding the General Partner's authority to unilaterally amend the Partnership Agreement in the circumstances set forth in such Section) of the Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015 and that Second Amendment thereto, dated February 9, 2017 (the "Partnership Agreement"), of Carter Validus Operating Partnership II, LP, a Delaware limited partnership (the "Partnership"), the Partnership Agreement is hereby amended, effective ____________, 2017 (the "Effective Date"), by this Third Amendment (this "Third A

Carter Validus Mission Critical REIT II, Inc. – Form of Third Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (December 6th, 2017)

In accordance with Section 4.4.C (Issuance of REIT Shares or Other Securities by the General Partner), Section 5.4 (Additional Partnership Interests), Section 7.1 (Management), including in particular clauses (21) (regarding the authority of the General Partner to issue additional Partnership Interests) and (23) (regarding the amendment and restatement of Exhibit A), and Section 7.3.D (regarding the General Partner's authority to unilaterally amend the Partnership Agreement in the circumstances set forth in such Section) of the Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015 and that Second Amendment thereto, dated February 9, 2017 (the "Partnership Agreement"), of Carter Validus Operating Partnership II, LP, a Delaware limited partnership (the "Partnership"), the Partnership Agreement is hereby amended, effective ____________, 2017 (the "Effective Date"), by this Third Amendment (this "Third A

Hines Global Reit II, Inc. – FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HINES GLOBAL REIT II PROPERTIES LP a DELAWARE LIMITED PARTNERSHIP December 6, 2017 (December 6th, 2017)

This Fourth Amended and Restated Limited Partnership Agreement (this "Agreement") is entered into this 6th day of December, 2017, between Hines Global Income Trust, Inc. (f/k/a Hines Global REIT II, Inc.), as the General Partner, Hines Global REIT II Associates Limited Partnership, as a Limited Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Managed Futures Premier Graham L.P. – Eighth Amended and Restated Limited Partnership Agreement (December 4th, 2017)

This Eighth Amended and Restated Agreement of Limited Partnership (the Agreement), made as of December 1, 2017 (this Agreement), amends and restates the limited partnership agreement made as of July 15, 1998, which was previously amended and restated as of March 26, 2002, April 28, 2004, April 25, 2005, April 2, 2007, September 16, 2010, November 30, 2012 and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners).

Rodin Income Trust, Inc. – Form of Limited Partnership Agreement of Rodin Income Trust Operating Partnership, Lp a Delaware Limited Partnership (November 30th, 2017)

This Limited Partnership Agreement (this Agreement) is entered into this [*] day of [*], 2017 between Rodin Income Trust, Inc., a Maryland corporation (the General Partner), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in Article 1.

Managed Futures Premier Abingdon L.P. – Fifth Amended and Restated Limited Partnership Agreement of Ceres Abingdon L.P. (November 20th, 2017)

This Fifth Amended and Restated Limited Partnership Agreement (this "Agreement"), dated and effective as of November 15, 2017, is by and among Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC) (the "General Partner") and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (Such other parties who are limited partners are hereinafter collectively referred to as the "Limited Partners." The General Partner and the Limited Partners may be collectively referred to herein as "Partners.") This Agreement amends and restates the Fourth Amended and Restated Limited Partnership Agreement, dated as of November 29, 2012, as amended by that Amendment No. 1, dated as of December 30, 2015 (the "Fourth Amended and Restated Limited Partnership Agreement") by and among the General Partner and the other limited partners party thereto.

Americold Realty Trust – LIMITED PARTNERSHIP AGREEMENT OF AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP November 30, 2010 (November 14th, 2017)

This Agreement of Limited Partnership (this Agreement) is entered into as of November 30, 2010, between Americold Realty Trust, a Maryland real estate investment trust (ART) (the General Partner), and the Limited Partner set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Premier – Second Amendment to Amended and Restated Limited Partnership Agreement of Premier Healthcare Alliance, L.P. (November 7th, 2017)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PREMIER HEALTHCARE ALLIANCE, L.P. (this "Second Amendment") is made and entered into as of November 6, 2017 (the "Effective Date") by Premier Services, LLC, the General Partner of Premier Healthcare Alliance, L.P. ("Premier LP"), pursuant to the authority granted to the General Partner under Section 15.1 of Premier LP's Amended and Restated Limited Partnership Agreement effective as of October 1, 2013, as amended by that certain First Amendment to Amended and Restated Limited Partnership Agreement of Premier Healthcare Alliance, L.P. entered into as of January 27, 2014 (collectively, the "LP Agreement"). All capitalized terms not otherwise defined herein will have the meaning given to such terms in the LP Agreement.

Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P. – Fourth Amended and Restated Limited Partnership Agreement (November 6th, 2017)

This Fourth Amended and Restated Agreement of Limited Partnership, made as of October 31, 2017 (this Agreement), amends and restates the limited partnership agreement, made as of March 6, 2000, which was previously amended and restated as of April 25, 2005, April 2, 2007 and January 1, 2016, by and among Ceres Managed Futures LLC, a Delaware limited liability company (the General Partner), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, as limited partners (collectively, Limited Partners; the General Partner and Limited Partners may be collectively referred to herein as Partners). The definitions of capitalized terms used in this Agreement and not defined where used may be found by reference to the index of defined terms in Section 16.

NexPoint Residential Trust, Inc. – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. A Delaware Limited Partnership (October 31st, 2017)

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. (this "Agreement"), dated as of August 1, 2017, is entered into by and among NexPoint Residential Trust Operating Partnership GP, LLC, a Delaware limited liability company (the "General Partner"), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

Starwood Real Estate Income Trust, Inc. – Limited Partnership Agreement of Starwood Reit Operating Partnership, L.P. A Delaware Limited Partnership (October 18th, 2017)

This Limited Partnership Agreement (this Agreement) is entered into as of [ ], 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the General Partner) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the Special Limited Partner) and the Limited Partners party hereto from time to time.

Five Point Holdings, LLC – LIMITED PARTNERSHIP AGREEMENT OF FIVE POINT OPERATING COMPANY, LP a Delaware Limited Partnership (October 2nd, 2017)

THIS LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, the Agreement) of FIVE POINT OPERATING COMPANY, LP, dated as of October 1, 2017, is entered into by and among FIVE POINT HOLDINGS, LLC, a Delaware limited liability company (the Parent), FIVE POINT OPCO GP, LLC, a Delaware limited liability company (Five Point GP), LENFIVE OPCO GP, LLC, a Delaware limited liability company (LenFive GP), LENFIVE SUB OPCO GP, LLC, a Delaware limited liability company (LenFive Sub GP), and the other Partners (as defined below).

Moody National REIT II, Inc. – Third Amended and Restated Limited Partnership Agreement of Moody National Operating Partnership Ii, Lp (September 28th, 2017)

This Third Amended and Restated Limited Partnership Agreement (this "Agreement") is entered into this 27th day of September, 2017, between Moody National REIT II, Inc., a Maryland corporation, as the General Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.

RBC Covered Bond Guarantor Limited Partnership – Amended and Restated Limited Partnership Agreement (September 25th, 2017)

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of RBC Covered Bond Guarantor Limited Partnership (the "Partnership") was initially made on October 25, 2007 and most recently amended and restated as of September 8, 2017.

Griffin Capital Essential Asset REIT II, Inc. – Third Amended and Restated Limited Partnership Agreement Of (September 19th, 2017)

Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Partnership") was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Third Amended and Restated Limited Partnership Agreement ("Agreement") is entered into effective as of September 20, 2017, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "General Partner"), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Procaccianti Hotel Reit, Inc. – Limited Partnership Agreement Of (September 15th, 2017)

Whereas, the parties hereto wish to form a limited partnership (the "Partnership") pursuant to Chapter 17, Title 6 of the Delaware Code.

DuPont Fabros Technology LP – Second Amended and Restated Limited Partnership Agreement of Dupont Fabros Technology, L.P. (September 14th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this Agreement) of DuPont Fabros Technology, L.P. (the Partnership) is entered into as of September 14, 2017, by and between Penguins OP Sub 2, LLC, a Maryland limited liability company, as general partner (the General Partner), and Digital Realty Trust, L.P., a Maryland limited partnership (the Initial Limited Partner and together with the General Partner, the Partners).

Carlyle Group L.P. – Second Amended and Restated Limited Partnership Agreement of Carlyle Holdings I L.P. (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings I L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings I GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Carlyle Group L.P. – Second Amended and Restated Limited Partnership Agreement of Carlyle Holdings Ii L.P. (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings II L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Carlyle Group L.P. – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS III L.P. Dated as of September 13, 2017 (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings III L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings III GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Dividend Capital Diversified Property Fund Inc. – Sixth Amended and Restated Limited Partnership Agreement of Black Creek Diversified Property Operating Partnership Lp a Delaware Limited Partnership September 1, 2017 (September 1st, 2017)
Pattern Energy Group Inc. – Amended and Restated Limited Partnership Agreement (August 14th, 2017)

PATTERN CANADA FINANCE COMPANY ULC, a corporation existing under the laws of the Province of Nova Scotia, along with its successors and permitted assigns

Starwood Real Estate Income Trust, Inc. – Limited Partnership Agreement of Starwood Reit Operating Partnership, L.P. A Delaware Limited Partnership (August 11th, 2017)

This Limited Partnership Agreement (this Agreement) is entered into as of [ ], 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the General Partner) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the Special Limited Partner) and the Limited Partners party hereto from time to time.

Resource Innovation Office REIT, Inc. – SECOND AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT OF RESOURCE IO OP, LP a DELAWARE LIMITED PARTNERSHIP August 1, 2017 (August 1st, 2017)

This Second Amended & Restated Limited Partnership Agreement (Agreement) of Resource IO OP, LP (f/k/a Resource Income & Opportunity REIT OP, LP) is entered into this 1st day of August, 2017 between Resource Income Opportunity REIT, Inc., a Maryland corporation (the General Partner), and the limited partners set forth on Exhibit A attached hereto. This Agreement amends and restates in its entirety the Limited Partnership Agreement of RRE Innovation Office, LP, dated March 3, 2015, as amended and restated on October 1, 2015 and as further amended on March 23, 2016. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

NexPoint Residential Trust, Inc. – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. A Delaware Limited Partnership (August 1st, 2017)

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. (this "Agreement"), dated as of August 1, 2017, is entered into by and among NexPoint Residential Trust Operating Partnership GP, LLC, a Delaware limited liability company (the "General Partner"), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).