S.L. 370.53 Art. 8Partnership Agreement.

(1) A Special Limited Partnership Fund shall not be validly constituted unless a Partnership Agreement is entered into in writing and signed, as provided in these regulations.

(2) The Partnership Agreement shall be in the form of a written agreement and shall be signed by at least the first general partner or, if more than one (1), by the first general partners, and by at least the first limited partner or, if more than one (1), by the first limited partners.

(3) The Partnership Agreement shall be binding upon the partners and their assigns, and upon subsequent partners in the same manner as if those subsequent partners had themselves signed the same Partnership Agreement.

(4) A Partnership Agreement shall expressly contain the following matters:

(a) the name of the Special Limited Partnership Fund;

(b) that the Special Limited Partnership Fund is one constituted in accordance with these regulations;

(c) the name and residence, or registered office of the general partner or, if more than one of each of the general partners;

(d) the principal office in Malta of the Special Limited Partnership Fund;

(e) the period, if any, fixed for the duration of the Special Limited Partnership Fund, and where no such period is fixed, a statement to that effect;

(f) the objectives for which the Special Limited Partnership Fund is being set up;

(g) where the contribution of a general partner or a limited partner is satisfied by the provision of assets other than cash, the method of valuation of such assets;

(h) where the partner acts as a partner for more than one (1) Special Limited Partnership Fund, provisions on how the patrimony of the Special Limited Partnership Fund are being kept distinct;

(i) the investment policy of the Special Limited Partnership Fund;

(j) the distribution policy, if any, of the income of the Special Limited Partnership Fund;

(k) the date of the closing of the accounts of the Special Limited Partnership Fund;

(l) the dissolution of the Special Limited Partnership Fund, including the way assets are to be distributed upon dissolution, without prejudice to the requirements set out in regulation 30;

(m) the procedure for the issue of units to participants;

(n) the procedure for the redemption of units and the conditions under which redemptions may be carried out or suspended;

(o) the method of valuation of the Special Limited Partnership Fund’s assets;

(p) the generally accepted accounting principles and practices being adopted by the Special Limited Partnership Fund in accordance with Investment Services Rules issued in this respect by the competent authority;

(q) the accounting currency of the Special Limited Partnership Fund;

(r) certain procedures in relation to the auditor, which shall at least include the following:

(i) his appointment and reappointment in relation to the Special Limited Partnership Fund;

(ii) the filling of casual vacancies in the office of auditor;

(iii) the fixing of his remuneration; and

(iv) his removal and resignation;

(s) the law governing the Partnership Agreement which, for the avoidance of doubt, need not be Maltese law; and

(t) any other matter which the competent authority may, by Investment Services Rules issued for this purpose require.

(5) The Partnership Agreement may also provide for any of PARTNERSHIP FUNDS)

the following matters:

(a) the procedure for the amendment to the Partnership Agreement, in the absence of which any amendments in relation thereto shall be made in accordance with regulation 9 of these regulations;

(b) without prejudice to regulation 10(1), whether the administration and representation of the Special Limited Partnership Fund is to be exercised by the general partners jointly or jointly and severally; and, or

(c) the extension of the period, if any, fixed for the duration of the Special Limited Partnership Fund.

(6) A true copy of the Partnership Agreement shall be submitted to the competent authority as part of the authorisation process of the Special Limited Partnership Fund. Upon receipt thereof, the Authority shall register the Partnership Agreement in its records:

Provided that the competent authority shall not register the Partnership Agreement unless it is satisfied that the said Partnership Agreement complies with the requirements of these regulations and any Investment Services Rules.