S.L. 370.53 Art. 19Assignment of interest of limited partner.

(1) Subject to the provisions of the Partnership

Agreement:

(a) the interest of a limited partner shall be assignable in whole or in part;

(b) an assignment by a limited partner of his interest in the Special Limited Partnership Fund or any part thereof:

(i) shall not dissolve the Special Limited Partnership Fund;

(ii) shall not be valid unless made in writing and in accordance with other requirements, if any, of the Partnership Agreement and these regulations, including, PARTNERSHIP FUNDS)

without limitation, any prior approval by the Special Limited Partnership Fund required for such assignment in terms of the Partnership Agreement and regulation 5(1)(b)(iv);

(iii) shall not, unless and until the assignee is admitted to the Special Limited Partnership Fund as a limited partner in accordance with the provisions of regulation 18, entitle the assignee to become or to exercise any right or power of a limited partner;

(iv) shall upon the assignee being admitted to the Special Limited Partnership Fund as a limited partner in accordance with the provisions of regulation 18, entitle the assignee to the rights and powers and, subject to sub-paragraph (v), render him subject to the restrictions and obligations, including any obligation to make contributions to the capital of the Special Limited Partnership Fund, to which the assignor was entitled or subject in respect of the interest assigned immediately before the assignment, and simultaneously the assignor shall no longer be entitled to exercise those rights and powers and, shall be discharged from those restrictions and obligations;

(v) shall not relieve the assignor of any liability arising under regulations 6(4), 14(2), 15(1), or 21(2);

(c) a limited partner, upon the valid and absolute assignment of the whole of his interest in the Special Limited Partnership Fund and the admission of the assignee as a limited partner in accordance with the provisions of regulation 18, shall cease to be a limited partner and to be entitled to exercise any right or power of a limited partner.

(2) The agreement or instrument of assignment in writing referred to in sub-regulation (1)(b)(ii) or an authentic copy thereof shall be delivered by the assignor or the assignee to the Special Limited Partnership Fund simultaneously with or as soon as possible after the execution thereof unless the Special Limited Partnership Fund is also party to it.

(3) The admission of the assignee as a limited partner and the assignment of an interest in the Special Limited Partnership Fund between an assignee and an assignor shall be effective on the date when the requirements and conditions for the admission of the assignee as a limited partner referred to in regulation 18 and the requirements of sub-regulation (1)(b)(ii) and (2) have been satisfied or, if later, the date agreed to between the assignor and the assignee in the agreement or instrument of assignment, and in such latter case the assignee shall be admitted to the Special Limited Partnership Fund with effect from such later date.