S.L. 370.53 Art. 13General partners.

(1) Unless otherwise provided in the Partnership

Agreement, a general partner of a Special Limited Partnership Fund shall not, without the express consent of the other partners or as otherwise expressly provided in the Partnership Agreement:

(a) carry on business on own account or on account of others in competition with the Special Limited Partnership Fund;

(b) be a partner with unlimited liability in another commercial partnership or another Special Limited Partnership Fund, or a director in a company which is in competition with the Special Limited Partnership Fund;

(c) deal in any manner with any property attributable to the Special Limited Partnership Fund or with rights attributable to the Special Limited Partnership Fund in any such property, for any purpose other than a purpose of the Special Limited Partnership Fund; or

(d) admit a person as a partner in the Special Limited Partnership Fund otherwise than in accordance with the Partnership Agreement.

(2) If a partner acts in contravention of the provisions of sub-regulation (1), the other partners may, at their discretion, either take action for damages and interest against the offending partner or demand payment of any profit made by him in violation of the relevant prohibition.

(3) The provisions of this regulation shall be without prejudice to any other remedy which the other partners may have against a general partner for breach of duty.

(4) The provisions of this regulation or any other provisions of these regulations shall also be without prejudice to any other duties, fiduciary or otherwise, which may be incumbent upon a general partner or to which a general partner may be subject by virtue of the Partnership Agreement or by virtue of any laws, regulations, rules of the competent authority or any condition of any licence or other authorisation, which may be applicable to such general partner.

(5) Save as otherwise expressly provided in these regulations or in the Partnership Agreement, decisions of the general partners related to the business of the Special Limited Partnership Fund shall be taken by a simple majority of the general partners entitled to participate in the decision.

(6) Where a general partner transacts business on behalf of the Special Limited Partnership Fund, this shall be expressly declared in the transaction.