S.L. 370.53 Art. 10Administrationand representation.

(1) The administration and representation of a Special

Limited Partnership Fund shall vest in the general partners severally unless the Partnership Agreement provides that such administration and representation shall vest in such general partners jointly or jointly and severally:

Provided that without prejudice to sub-regulations (3) to

(6) of regulation 11, the Partnership Agreement may contain provisions relating to the manner in which the representation of the Special Limited Partnership Fund is to be exercised by the general partners, including restrictions on the powers of representation of any general partner, and the Partnership Agreement may also provide that the limited partners shall have the right to participate in decisions relating to the vesting or removal of powers of administration and representation of the Special Limited Partnership Fund in or from the general partners:

Provided further that without prejudice to the joint or several powers of administration and representation of the general partners as provided above in this sub-regulation, the said general partners vested with the administration and representation of the Special Limited Partnership Fund may by power of attorney authorise PARTNERSHIP FUNDS)

any one (1) of the general partners or any other person, including a limited partner, to represent the Special Limited Partnership Fund in any particular case and, or for any particular purpose.

(2) Legal proceedings by or against a Special Limited Partnership Fund, including proceedings to enforce a foreign judgment or arbitral award by or against the Special Limited Partnership Fund, shall only be instituted by or against the general partners vested with the administration and representation of the Special Limited Partnership Fund and, subject to the provisions of sub-regulations (3) and (4), and in all cases, without prejudice to the provisos to sub-regulation (1), a limited partner shall not be a party to or named in such proceedings or exercise such judicial representation.

(3) The provisions of sub-regulation (2) are without prejudice to the right of any person to join or otherwise institute proceedings against a limited partner:

(a) who is liable for any debt attributable to the Special Limited Partnership Fund pursuant to regulations 6(4), 14(2), 15(1) or 21(2);

(b) who holds himself out as being a general partner pursuant to regulation 15(1); or

(c) to obtain payment of his contribution or repayment of any amount pursuant to regulation 21(2).

(4) A limited partner may, with leave of the court applied by means of an application, institute proceedings on behalf of a Special Limited Partnership Fund if:

(a) the general partner has, without good cause, failed or refused to do so; and

(b) the failure or refusal is oppressive to the limited partner or is prejudicial to his interests as a limited partner.