S.L. 370.53 Art. 27The auditor of a Special Limited Partnership Fund.     Cap. 281.  Cap. 281.

(1) The general partner shall appoint an auditor for the Special Limited Partnership Fund for a term as agreed to between the general partner and the auditor.

(2) Any clause included in the Partnership Agreement which in any way restricts the choice of the general partner, pursuant to sub-regulation (1), to certain categories or lists of statutory auditors or audit firms, shall be considered to be null and void.

(3) The appointed auditor shall at all times adhere to the rules on independence and professional ethics set out in the Code of

Ethics and any other regulations, directives or guidelines issued from time to time in terms of the Accountancy Profession Act.

(4) The auditor of a Special Limited Partnership Fund shall have a right of access at all times to the Special Limited Partnership Fund’s accounting records and shall be entitled to require from the partners such information and explanations as such auditor deems necessary for the performance of his duties as auditor.

(5) A partner of a Special Limited Partnership Fund shall furnish the Special Limited Partnership Fund’s auditor with statements that are, and information that is, accurate, true, not misleading and not deceptive.

(6) The Special Limited Partnership Fund’s auditor shall be entitled to attend any meeting of the Special Limited Partnership Fund where material decisions may be taken, and such auditor shall have the right to be heard with respect to business which concern him as auditor.

(7) (a) The remuneration of the auditor appointed by the general partner shall be agreed to between the auditor and the general partner and shall also include sums paid in respect of expenses:

Provided that the remuneration of an auditor appointed by the court shall be fixed by the court itself.

(b) The amount of remuneration attributed to the Special Limited Partnership Fund’s auditor shall be clearly stipulated in the notes to the accounts. In addition, the notes to the accounts shall also list separately the total fees charged by the auditor for:

(i) other assurance services;

(ii) tax advisory services; and

(iii) other non-audit services.

(8) Notwithstanding anything contained in the Partnership Agreement, the general partner may, at any time, remove an auditor from office before the expiration of the term pursuant to sub-regulation (1):

Provided that an auditor may only be removed from office as aforesaid if there is a proper ground for dismissal:

Provided further that divergence of opinions on accounting treatments or audit procedures shall not constitute a proper ground for dismissal.

(9) Where a general partner removes an auditor, the said general partner shall within fourteen (14) days give notice thereof to the competent authority.

(10) Nothing in this regulation shall be construed as depriving an auditor, removed under these provisions, of compensation for damages payable to him in respect of the termination of his appointment as auditor or of any appointment terminating with that of the auditor.

(11) An auditor of a Special Limited Partnership Fund who has been removed shall have, notwithstanding his removal, the rights conferred by sub-regulation (6) in relation to any meeting of the Special Limited Partnership Fund where material decisions may be PARTNERSHIP FUNDS)

taken:

(a) until such time as his term of office would have expired had he not been removed; or

(b) at which it is proposed to fill the vacancy caused by his removal:

Provided that in such a case the references in sub-regulation (6) to matters concerning the auditor as auditor shall be construed as references to matters concerning him as a former auditor.

(12) Without prejudice to the notification obligations in terms of article 17 of the Accountancy Profession Act, an auditor of a Special Limited Partnership Fund may resign his office by giving notice in writing to that effect to the general partner of the Special Limited Partnership Fund:

Provided that the said notice shall not be effective unless it is accompanied by a statement of the auditor highlighting any circumstances connected with his ceasing to hold office or, if he considers that there are no such circumstances, a statement that there are none:

Provided further that if the auditor feels that the circumstances leading to his resignation should be brought to the attention of the limited partners and, or creditors of the Special Limited Partnership Fund, he shall forthwith include such circumstances in the said statement.

(13) An effective notice of resignation shall operate to bring the auditor’s term of office to an end as of the date on which the notice is notified to the general partner or on such later date as may be specified therein.

(14) Where the statement contains circumstances which the auditor requests to be brought to the attention of the limited partners and, or creditors of the Special Limited Partnership Fund, the said Special Limited Partnership Fund shall within fourteen (14) days of the deposit of the statement either:

(a) send a copy of it to the persons concerned; or

(b) submit an application to the court for an order that there are grounds of sufficient gravity to warrant that the statement should not be circulated.

(15) Where the Special Limited Partnership Fund submits an application to the court, the court shall notify the auditor of the application and shall hear both parties before making a decision on the Special Limited Partnership Fund’s application.

(16) Unless the auditor receives notice of such an application before the end of the period of twenty-one (21) days beginning with the day on which he deposited the statement, he shall within a further seven (7) days send a copy of the statement to the competent authority.

(17) If the court is satisfied that the auditor is using the statement to secure needless publicity for defamatory matter:

(a) it shall direct that copies of the statement need not be sent out; and

(b) it may further order the Special Limited Partnership Fund’s costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application;

and the Special Limited Partnership Fund shall within fourteen (14) days of the court’s decision send to the persons mentioned in sub-regulation (14)(a), a statement setting out the effect of the order.

(18) If the court is not so satisfied, the Special Limited Partnership Fund shall within fourteen (14) days of the court’s decision:

(a) send copies of the statement to the persons mentioned in sub-regulation (14)(a); and

(b) notify the auditor of the court’s decision, and the auditor shall within seven (7) days of receiving such notice send a copy of the statement to the competent authority.