S.L. 370.53 Art. 5Constitution of a Special Limited Partnership Fund. Cap. 386.

(1) A Special Limited Partnership Fund shall consist of:

(a) one (1) or more general partners:

(i) who are admitted to the Special Limited Partnership Fund as general partners in accordance with the Partnership Agreement;

(ii) at least one (1) of whom is a commercial partnership registered in Malta and formed in terms of the Companies Act;

(iii) who shall be jointly and severally liable for all debts attributable to the Special Limited Partnership Fund without limitation, provided that no action shall lie against any of the general partners unless the property attributable to the Special Limited Partnership Fund has first been discussed; and

(iv) each of whom shall satisfy such eligibility and other criteria and requirements as are applicable to such general partner in terms of the Act, any regulations, including these regulations, Investment Services Rules and, or the Partnership Agreement; and

(b) one (1) or more limited partners who:

(i) are admitted to the Special Limited Partnership Fund as limited partners in accordance with the Partnership Agreement;

(ii) upon entering the Special Limited PARTNERSHIP FUNDS)

Partnership Fund, contribute, or agree to contribute to the capital thereof in accordance with the Partnership Agreement;

(iii) subject to regulations 6(4), 14(2), 15(1) and 21(2), shall not be liable for any debts attributable to the Special Limited Partnership Fund beyond the amount so contributed or agreed to be contributed in accordance with the Partnership Agreement; and

(iv) satisfy such eligibility and other criteria and requirements as may be applicable to them in terms of the Act, any regulations, including these regulations, Investment Services Rules and, or the Partnership Agreement.

(2) Subject to sub-regulation 1(a)(ii), any person, including a limited liability company, may be a partner, whether general or limited, in a Special Limited Partnership Fund.

(3) The assets attributable to the Special Limited Partnership Fund shall be deemed to constitute a distinct patrimony, separate from the assets of the general partner or limited partner:

Provided that for the avoidance of any doubt, where the same partner acts as partner for more than one (1) Special Limited Partnership Fund, each Special Limited Partnership Fund shall be deemed to constitute a distinct patrimony, separate from the assets of any other Special Limited Partnership Fund.

(4) Creditors of the general partner or of the limited partner shall have no recourse against the assets attributable to the Special Limited Partnership Fund.