S.L. 370.53 Art. 14Limited partners.

(1) A limited partner shall not perform any act of administration nor transact business on behalf of the Special Limited Partnership Fund, and shall not transact the business of, sign or execute documents for or otherwise bind the Special Limited Partnership Fund, except by virtue of a power of attorney given for specified acts or transactions or otherwise as provided and in the circumstances contemplated in regulation 28(2).

(2) A limited partner who acts or purports to act in contravention of the provisions of sub-regulation (1) shall be liable as if he were a general partner in respect of all debts incurred as a result of his so acting.

(3) A limited partner shall not be deemed to have acted in contravention of the provisions of sub-regulation (1) by reason only of any one (1) or more of the following circumstances:

(a) he is an employee, agent, or contractor of the Special Limited Partnership Fund or of a general partner thereof;

(b) he acts as an officer, employee, or shareholder of a corporate general partner of the Special Limited Partnership Fund, or acts as a partner of a general partner of the Special Limited Partnership Fund;

(c) he consults with and advises a general partner of the Special Limited Partnership Fund as to the business of the said Special Limited Partnership Fund;

(d) he investigates, reviews, approves, or is advised as to the accounts or affairs of the Special Limited Partnership Fund;

(e) he exercises any right or power conferred on limited partners by these regulations or any right or power conferred on limited partners by the Partnership Agreement;

(f) he approves or disapproves an amendment to the Partnership Agreement;

(g) he participates in or requests the appointment or removal of an auditor of the Special Limited Partnership Fund; PARTNERSHIP FUNDS)

(h) he calls, convenes, requests, attends, participates in, or votes as a limited partner in any meeting of the partners;

(i) he participates in the appointment or removal of any person to serve or serving on any board or committee of the Special Limited Partnership Fund or of a general partner thereof;

(j) without prejudice to the generality of paragraph (i), he appoints or removes a representative to any advisory committee of the Special Limited Partnership Fund and, or undertakes such representative’s actions in that capacity;

(k) he acts as surety or guarantor of, or provides security for the obligations undertaken by, the Special Limited Partnership Fund;

(l) he lends money to, borrows money from or enters into transactions with the Special Limited Partnership Fund;

(m) he approves or vetoes a type of investment or particular investment to be made by the Special Limited Partnership Fund;

(n) he exercises a right to opt into or out of any investment to be made by the Special Limited Partnership Fund;

(o) he approves or vetoes any valuation of the Special Limited Partnership Fund’s investments;

(p) he approves or vetoes any conflict of interest relating to the Special Limited Partnership Fund or its business or any partner in the Special Limited Partnership Fund.

(4) The provisions of sub-regulation (3) shall not be construed as meaning that, if a limited partner exercises any other right, power, or function, he has necessarily, by reason of that fact alone, acted in contravention of the provisions of sub-regulation (1).

(5) A limited partner may, subject to the provisions of the Partnership Agreement and as and to the extent provided therein, but without prejudice to any rights granted to him by virtue of these regulations:

(a) inspect the books of the Special Limited Partnership Fund;

(b) with such assistance as may reasonably be required of the general partner, examine and inquire into the state and prospects of the business of the Special Limited Partnership Fund, and advise the partners thereon;

(c) request and obtain true and full information of all things affecting the Special Limited Partnership Fund; and

(d) request and obtain a formal account of the affairs of the Special Limited Partnership Fund whenever circumstances render it just and reasonable.