> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

> **This template shows every optional module.** A published privacy policy includes
> only the sections that match a business’s actual facts. The sections below are
> conditional — keep one only when its trigger fact applies (the trigger tokens are
> the business-fact fields documented in the template’s field list):
>
> - **arbitration** (`arbitration`) — when `arbitration_enabled`

# Limited Partnership Agreement

This Limited Partnership Agreement is effective as of [Effective date of the agreement] and is entered into by [Legal name of the general partner], as general partner, and each person admitted to the Partnership as a limited partner. Capitalized terms have the meanings given in Article I. The Partners agree as follows.

## Article I: Organization

### Definitions

[[Agreement]] means this Limited Partnership Agreement, as amended.

[[Effective Date]] means [Effective date of the agreement].

[[General Partner]] means [Legal name of the general partner].

[[Manager]] means [Legal name of the investment manager].

[[Partnership]] means [Legal name of the Delaware limited partnership].

[[Limited Partner]] means each person admitted to the Partnership as a limited partner.

[[Partner]] means the General Partner or a Limited Partner, and Partners means all of them.

[[Interest]] means a Partner's entire partnership interest, including its Capital Account and its rights and obligations under this Agreement.

Capital Account, Fiscal Period, net profit, net loss, Designated Investment, Management Fee, Performance Allocation, Performance Period, Performance Change, and Loss Carryforward have the meanings assigned to them in Articles II through V.

### Formation

[Legal name of the Delaware limited partnership] has been formed as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act. The General Partner shall maintain the Partnership's certificate of limited partnership and may make any filing reasonably required to preserve the Partnership's existence and authority to conduct its business.

The Partnership's principal office is [Principal office address of the partnership]. The General Partner may change the principal office and may establish other offices.

The Partnership began upon the filing of its certificate of limited partnership and will continue until dissolved under Article XII.

### Purpose and Private Fund Status

The Partnership may invest and trade in securities, financial instruments, commodities, currencies, derivatives, cash equivalents, and other property selected by the General Partner, and may conduct any lawful activity incidental to that purpose.

Each Limited Partner represents on admission and throughout its investment that it is acquiring its Interest for investment and not with a view to distribution; must bear the economic risk of its investment for an indefinite period of time; and has provided complete information reasonably requested for securities-law, tax, sanctions, and anti-money-laundering compliance. The General Partner may rely on those representations and may require updated certifications. Each Limited Partner must be a person whom the General Partner reasonably believes is an accredited investor as defined in Regulation D under the Securities Act, or must otherwise be eligible to purchase its Interest under the exemption from registration on which the offering relies; the accredited-investor status of a Limited Partner's equity owners is required only where the Limited Partner's own status depends on them under Rule 501(a). Each Limited Partner must also meet the requirements of paragraph (d)(1) of Rule 205-3 under the Investment Advisers Act of 1940 or successor provision, and, where that rule treats the equity owners of a Limited Partner that is a private investment company as defined in Rule 205-3(d)(3), an investment company registered under the Investment Company Act, or a business development company as clients, each such equity owner must meet those requirements. That qualification is a condition of admission for every Limited Partner, whether or not the Performance Allocation is charged to it and whether or not Rule 205-3 applies to the Performance Allocation. The offering-eligibility requirement stated above, including the alternative eligibility route under the exemption from registration on which the offering relies, and that qualification may not be waived.

### Partners and Limited Liability

The General Partner is the sole general partner. Each other admitted partner is a limited partner.

No Limited Partner may participate in the management or control of the Partnership, transact business in the Partnership's name, or bind the Partnership. A Limited Partner's liability is limited to its contributions and other amounts for which it is liable under this Agreement or non-waivable law.

## Article II: Capital Contributions and Capital Accounts

### Capital Contributions

The initial capital contribution of the Limited Partner signing this counterpart is [Initial capital contribution of the limited partner as a formatted dollar amount]. The minimum initial contribution is $1,000,000. The General Partner may accept or reject any proposed contribution, accept less than that minimum, establish subscription dates, and accept contributions in cash or other property on terms it determines.

No Limited Partner shall be obligated to make any additional capital contribution, subject to the prior-period adjustment provisions of Article VIII and the tax provisions of Article III. A Limited Partner may make an additional contribution only with the General Partner's consent.

### Capital Accounts

The Partnership shall maintain a separate Capital Account for each Partner, including any Designated Investment sub-accounts, and a Limited Partner may hold more than one Capital Account under Article IX. A Capital Account will be increased by contributions and allocations of net profit and decreased by withdrawals, distributions, and allocations of net loss. The Management Fee and charges attributable to a particular Partner will be debited separately, and the Performance Allocation will be debited from the Limited Partner and credited to the General Partner.

No Partner is entitled to interest on its Capital Account or to the return of a contribution except as expressly provided in this Agreement.

## Article III: Allocations

### Book Allocations

A Fiscal Period begins at the start of operations and immediately after each preceding Fiscal Period and ends at each month end and immediately before a contribution, withdrawal, distribution, transfer affecting Capital Accounts, or another accounting date selected by the General Partner. Net assets means, as of any date, the total value of all investments and other assets of the Partnership as of that date as determined under Article X, minus all debts, liabilities and obligations of the Partnership as of that date. Net profit means any amount by which net assets as of the last day of a Fiscal Period exceed net assets as of the first day of that Fiscal Period, and net loss means any amount by which net assets as of the first day of a Fiscal Period exceed net assets as of the last day of that Fiscal Period, in each case excluding contributions, withdrawals, distributions, the Performance Allocation, and items separately charged or allocated to a Partner. It will be allocated among Capital Accounts in proportion to their participating balances at the start of the Fiscal Period after capital activity effective at that time. Designated Investments and other specially allocated items participate only in their applicable accounts.

The General Partner may make such adjustments to the computation of any of the memorandum accounts maintained pursuant to this Agreement or any component items comprising any of the foregoing as it considers reasonably appropriate to reflect the financial results of the Partnership and the intended allocation thereof among the Partners in a reasonably accurate, fair and efficient manner.

### Tax Allocations

Items of income, gain, loss, deduction, and credit for tax purposes will be allocated, to the extent practicable, consistently with the corresponding book allocations and the principles of Sections 704(b) and 704(c) of the Internal Revenue Code. The General Partner may make curative, remedial, and other special tax allocations reasonably necessary to reflect Capital Accounts and property with tax basis different from book value.

The General Partner is designated as the partnership representative of the Partnership within the meaning of Section 6223 of the Internal Revenue Code and shall designate an individual to act as the designated individual of the Partnership, and in that capacity shall represent the Partnership in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority. The partnership representative may make elections under the partnership audit rules, including the push out election under Section 6226 of the Internal Revenue Code. Each current or former Partner shall provide reasonably requested tax information and cooperate with those proceedings and elections.

The Partnership may withhold and pay taxes attributable to a current or former Partner and charge that Partner for its share of Partnership tax adjustments, interest, and penalties, as reasonably determined by the General Partner by reference to the period and ownership to which they relate. Amounts paid on a Partner's behalf will be charged against that Partner's Capital Account as of the close of the Fiscal Period during which the Partnership pays them. If those amounts exceed that Capital Account balance, the Partner shall pay the excess to the Partnership within five business days after notification and demand by the General Partner. These obligations survive withdrawal, transfer, and dissolution and are exceptions to the prohibition on mandatory additional contributions.

### New Issues

The General Partner may identify Capital Accounts that are restricted from participating in new issues under applicable FINRA rules. Income, gain, loss, deduction, and credit attributable to a new issue will be allocated only among Capital Accounts eligible to participate, in proportions determined by the General Partner. The General Partner may create memorandum accounts and allocate a reasonable financing charge among participating and nonparticipating Capital Accounts to produce an equitable result.

### Designated Investments

The General Partner may, in its discretion, elect to designate an investment as a Designated Investment. The Partnership shall establish a separate memorandum sub-account for each participating Partner's share of the Designated Investment and related income, gain, loss, expense, and proceeds, based on positive participating ordinary balances at designation. In the event of a withdrawal request by a Partner, the Partnership shall have the discretion to effect the withdrawal request first out of the Partner's Capital Account (excluding its Designated Investment sub-account) and then out of that sub-account.

A Designated Investment shall be included in a Partner's Capital Account as if it had not been designated a Designated Investment.

The General Partner may end the designation when the investment becomes readily valued and transferable and may then combine the sub-account with the Partner's ordinary Capital Account.

### Capital Account Deficits

To the extent that any debit to the Capital Account of any Limited Partner under this Agreement, other than a withdrawal or distribution, would reduce the balance of that Capital Account below zero, that portion of the debit shall instead be allocated to the Capital Account of the General Partner. Any allocation of net profit or other credit in any subsequent Fiscal Period that would otherwise be allocable to the Capital Account of any Limited Partner previously affected by this section, other than a capital contribution or a special allocation under either of the next two paragraphs, shall instead be allocated to the Capital Account of the General Partner in such amounts as are necessary to offset all previous debits attributable to that Limited Partner under this section not previously recovered.

In the event any Partner receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain will be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance in the Capital Account of such Partner as quickly as possible, provided that an allocation pursuant to this paragraph may be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in this Article III have been tentatively made as if this paragraph were not in this Agreement. This paragraph is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii), and must be interpreted consistently therewith.

In the event any Partner has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (a) the amount such Partner is obligated to restore pursuant to any provision of this Agreement and (b) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner will be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this paragraph may be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if the preceding paragraph and this paragraph were not in this Agreement.

This section does not apply to an excess tax amount payable personally by a Partner under Article III; that unpaid amount remains a receivable from that Partner and is not allocated to the General Partner under this section. No Partner is required to pay to the Partnership or any other Partner any deficit in its Capital Account. No withdrawal or distribution shall be permitted that would result in a Capital Account having a negative balance immediately after giving effect to such withdrawal or distribution.

## Article IV: Management Fee

### Management Fee

The Partnership shall pay the Manager a Management Fee for investment-management and related services. The fee accrues at an annual rate of 2.0% on each Limited Partner's Capital Account at the start of the fee period, after capital activity and any Performance Allocation effective at that time and before the fee for that period. The fee is charged quarterly in advance for successive calendar periods. In determining the amount of the Management Fee charged to each Limited Partner, the General Partner shall make such equitable adjustments as are necessary to reflect the admission of, and withdrawals or distributions paid to, Limited Partners during a fee period.

The General Partner or Manager may reduce, waive, rebate, or calculate the Management Fee differently for any Partner without the consent of any other Partner.

## Article V: Performance Allocation

### Performance Allocation

The Partnership shall determine the Performance Allocation separately for each Capital Account, other than the General Partner's, for each Performance Period. The initial Performance Period for a Capital Account begins on admission, except that capital to which a transferee succeeds continues the Performance Period in which it was transferred; subsequent Performance Periods commence as of the day following the last day of the preceding Performance Period. Each ends as of the close of business on the first to occur of the last day of a fiscal year, the admission as a substitute Limited Partner of a person to whom the entire Interest of the Limited Partner has been transferred, and the final distribution following the dissolution of the Partnership. A withdrawal or distribution before then closes the Performance Period only for the portion of capital withdrawn or distributed. The Performance Allocation equals 20% of the positive amount, if any, by which the Performance Change for the capital being tested exceeds its opening Loss Carryforward. There is no hurdle rate.

Performance Change equals the closing Capital Account balance before the current Performance Allocation and capital withdrawal, plus any debits to that Capital Account during the Performance Period to reflect taxes charged to it under Article III, less its opening balance and contributions during the Performance Period. Contributions do not count as profit, and gain or loss is allocated to contributed capital only from its acceptance under Article III.

If a Limited Partner receives a distribution from, or makes a withdrawal from, a Capital Account before the end of a Performance Period, a separate computation of the Performance Change shall be made for that Capital Account with respect to the distributed or withdrawn amount as of the date of that distribution or withdrawal. The ratio for that computation is the gross amount distributed or withdrawn, before any Performance Allocation on it, divided by the Capital Account balance immediately before the transaction (before taking into account that amount). In that computation, the gross amount distributed or withdrawn shall be deemed to be the closing balance, and the opening balance, the contributions during the Performance Period, the tax debits added back under the preceding paragraph, and the opening Loss Carryforward, each as reduced by any earlier separate computation in that Performance Period, shall each be multiplied by that ratio. In determining the Performance Change for the remainder of that Performance Period, each of those amounts shall be determined without regard to the portion taken into account in that separate computation. The Performance Allocation on the departing amount is computed on that gross amount, and proceeds of any such withdrawal or distribution will be reduced by the amount of that Performance Allocation. A new contribution neither erases nor increases an existing Loss Carryforward.

A transfer that does not end the Performance Period under the first paragraph of this Article is not a distribution, withdrawal, or contribution, and no separate computation of the Performance Change is made for it. On such a transfer, the opening balance, the contributions during the Performance Period, the tax debits added back in determining Performance Change, and the opening Loss Carryforward of the transferor, each as reduced by any earlier separate computation in that Performance Period, shall each be multiplied by the ratio of the Capital Account to which the transferee succeeds to the transferor's Capital Account balance immediately before the transfer, and the resulting amounts move with that capital to the transferee without being tested or retired. The transferee holds that capital and those amounts in a separate Capital Account that continues the transferor's Performance Period and is tested on its own, including when the transferee already holds a Capital Account. On the admission of a substitute Limited Partner for an entire Interest, the substitute succeeds, in a separate Capital Account, to the Capital Account after the Performance Allocation determined as of the end of that Performance Period and to the resulting Loss Carryforward. If the entire Interest comprises more than one Capital Account, the Performance Period of each ends separately on that admission, and the substitute succeeds to each in a separate Capital Account.

The Performance Allocation will be debited from the Limited Partner's Capital Account and credited to the General Partner's Capital Account as a reallocation of partnership profit.

The Performance Allocation shall be determined as of the close of each Performance Period and debited against each such Capital Account as of the last day of that Performance Period, and with respect to capital withdrawn or distributed, as of the applicable date. The provisions of this Agreement relating to the Management Fee and the Performance Allocation shall remain in full force and effect during the period of winding up. The General Partner will not be obligated to return any portion of the Performance Allocation due to the subsequent performance of the Partnership.

### Loss Carryforward

The Partnership shall maintain a Loss Carryforward for each Capital Account subject to the Performance Allocation, initially zero. At the close of a Performance Period for the capital being tested, the remaining Loss Carryforward equals the greater of zero and its opening Loss Carryforward minus its Performance Change. A negative Performance Change therefore increases the carryforward dollar for dollar; positive Performance Change first recovers that carryforward. The Performance Allocation itself does not create a loss. On a partial withdrawal or distribution, any positive balance of the Loss Carryforward shall be reduced (but not below zero) by that balance multiplied by the ratio used in the separate computation under Article V; the amount so removed is tested with the departing amount and then retired, and the continuing portion retains the remainder for its ongoing Performance Period. On a transfer, the Loss Carryforward attributable to the transferred capital moves with that capital as provided in Article V. It is retired on complete withdrawal.

The General Partner may waive or reduce a Performance Allocation for any Partner without the consent of any other Partner.

## Article VI: Powers of the General Partner

### Exclusive Authority

The General Partner has exclusive authority to manage and control the Partnership. It may acquire, hold, finance, hedge, lend, borrow against, vote, tender, exchange, and dispose of investments; sell short and use derivatives; open bank, custody, prime-brokerage, and trading accounts; borrow money and grant liens on Partnership assets; retain and terminate the Manager and other service providers; enter contracts; settle claims; make tax elections; establish reserves; value assets; admit Partners; require withdrawals; and take any other action it considers necessary or advisable for the Partnership's business.

The General Partner may delegate authority to the Manager, an affiliate, or another agent and remains entitled to rely in good faith on professionals and service providers selected with reasonable care.

### Other Activities and Conflicts

The General Partner, Manager, their affiliates, and their personnel may manage other funds and accounts, conduct other businesses, invest for their own accounts, and pursue opportunities that may compete or conflict with the Partnership. They need not devote all of their time or any particular opportunity to the Partnership. The Manager will allocate investment opportunities and transaction results among eligible accounts under policies it considers fair and reasonable over time.

Approval of the Limited Partners shall not be required for any transaction entered into by the Partnership with an affiliated service provider that is on an arm's-length basis or not materially less favorable to the Partnership than the terms that could be obtained from a third party with commensurate skill, expertise or experience.

### Partnership and Manager Expenses

The Partnership bears its formation and offering costs and its operating expenses, including investment and trading costs, brokerage, borrowing and financing charges, custody, administration, audit, tax preparation, legal and regulatory costs, insurance, research used for Partnership investments, technology dedicated to the Partnership, valuation costs, taxes, and expenses of meetings, reports, claims, investigations, and winding up.

The Manager bears its ordinary overhead, including its office rent, employee compensation, and general equipment, except for costs specifically attributable to the Partnership and included above.

## Article VII: Exculpation and Indemnification

### Exculpation

To the fullest extent permitted by law, the General Partner, Manager, their affiliates, and their respective owners, directors, officers, employees, and agents are not liable to the Partnership or a Partner for an act or omission relating to the Partnership unless the loss results from that person's fraud, bad faith, willful misconduct, gross negligence, or a willful and material breach of this Agreement.

Nothing in this Agreement waives or limits any right or remedy under federal or state law that cannot be waived or limited.

Except for losses resulting from that person's fraud, bad faith, willful misconduct, gross negligence, or a willful and material breach of this Agreement, and subject to the preceding paragraph, no person protected by this section is liable for the conduct of another person selected and supervised with reasonable care or for a good-faith action taken in reliance on this Agreement or professional advice.

### Indemnification

To the fullest extent permitted by applicable law, the Partnership shall indemnify each person protected by the preceding section against claims, liabilities, losses, damages, amounts paid in settlement, and reasonable expenses incurred in connection with a claim, action, suit, arbitration, or other proceeding relating to Partnership activities, except to the extent the amount for which indemnification is sought is finally determined, in a decision on the merits in the action, suit, arbitration, or other proceeding (including a judicial, administrative, or legislative proceeding) in which the claim is asserted, to have resulted from that person's fraud, bad faith, willful misconduct, gross negligence, or a willful and material breach of this Agreement. The Partnership may, as the General Partner determines, advance defense expenses upon receipt of an undertaking to repay amounts ultimately found not indemnifiable. Indemnification is payable only from Partnership assets, and no Limited Partner has personal liability for it. Nothing in this section waives a non-waivable right or requires indemnification to the extent prohibited by applicable federal or state law.

These protections survive a person's cessation of service and the dissolution of the Partnership.

## Article VIII: Withdrawals and Distributions

### Voluntary Withdrawals

Each capital contribution has a separate initial lock-up ending 12 months after that contribution is accepted. The lock-up does not renew on an anniversary, and a later contribution does not restart the lock-up for earlier capital. No voluntary withdrawal of a contribution may occur before its lock-up ends unless the General Partner consents.

After the applicable lock-up, a Limited Partner may withdraw all or part of its eligible Capital Account as of the last business day of each quarterly period. The General Partner must receive irrevocable written notice at least 60 calendar days before the requested withdrawal date, unless it waives or shortens the notice period.

The General Partner may withdraw any positive balance in its Capital Account, including a Performance Allocation credited to it, at any time without notice to the Limited Partners, subject to the Partnership's liabilities and reasonable reserves. Its withdrawal does not create an obligation to restore a later deficit and does not limit any liability of the General Partner under applicable law.

To the extent that a Limited Partner's capital derives from multiple capital contributions (regardless of whether those contributions are held in the same Capital Account or in separate Capital Accounts), any partial withdrawal of its capital eligible for withdrawal under the lock-up will apply to the portions of its Capital Accounts attributable to those contributions in the order in which the contributions were accepted (on a first-in-first-out basis). For purposes of the lock-up and that order only, the portion of a Capital Account attributable to each separate capital contribution is treated as if it were a separate Capital Account (a memorandum subaccount), and not as a separate basis for the Performance Allocation. Each memorandum subaccount is increased by its contribution and adjusted by every credit and debit to the Capital Account: an item attributable to a particular contribution, such as a withdrawal or distribution taken from that contribution's portion, is charged to that subaccount, and every other item not so attributable, such as net profit and net loss, Management Fees, taxes, expenses, special allocations, and the Performance Allocation, is allocated among the subaccounts in proportion to their balances immediately before the item is recorded, so that the subaccounts always total the Capital Account. Notwithstanding the preceding sentence, each dated memorandum subaccount has an ordinary balance and a separate balance for each Designated Investment in which it participates. At designation, the amount moved from the ordinary Capital Account into that Designated Investment is assigned among the dated portions holding ordinary capital immediately before designation in proportion to their positive ordinary balances, reducing those ordinary balances by the same amounts; later contributions have no balance in that investment. An item attributable to a particular contribution is charged to that dated portion and to the layer to which the item relates; if no layer is identifiable, it is recorded in that portion's ordinary balance. A credit or debit attributable to an ordinary asset or a Designated Investment is allocated among the dated portions' balances in that layer in proportion to their balances in that layer immediately before it is recorded. If every balance in a Designated Investment layer is zero, a later credit in that layer is allocated among the Capital Accounts and dated portions that participated at designation in proportion to their participation shares at designation, adjusted for later transfers and withdrawals from that layer. An account-wide item not attributable to a particular contribution or asset layer, including the Management Fee or Performance Allocation unless specifically charged to a Designated Investment, is allocated among dated portions in proportion to their total balances immediately before it is recorded and is recorded in each portion's ordinary balance; an ordinary balance may be negative and is offset against positive balances in that portion's Designated Investment layers when computing its net total. An item specifically charged to a Designated Investment sub-account is allocated among the dated portions' balances in that investment in proportion to those balances immediately before it is recorded. After each credit or debit, and before any withdrawal or transfer, a negative net total in a dated portion is brought to zero, to the extent the Capital Account has a nonnegative balance, by crediting that portion's ordinary balance and charging the same amount to the ordinary balances of the other dated portions in proportion to their positive net totals. This adjustment reallocates a loss among contribution dates within the same Capital Account and does not change that Capital Account or any Designated Investment sub-account total. A withdrawal from ordinary capital reduces only dated portions' ordinary balances eligible under the lock-up or released by General Partner consent; a withdrawal from a Designated Investment sub-account reduces only balances in that investment of dated portions eligible under the lock-up or released by General Partner consent. The General Partner may also reduce locked portions on a compulsory withdrawal. If the General Partner elects to satisfy a withdrawal first from ordinary capital, that layer is used before a Designated Investment layer, and the first-in-first-out order applies within each layer. No voluntary withdrawal may use capital whose contribution lock-up has not ended unless the General Partner consents under the lock-up provision; compulsory withdrawals are not subject to that restriction. A withdrawal from a layer is limited by both its positive balance and the dated portion's net total after offsetting any negative balance in another layer, so no withdrawal reduces that net total below zero. No voluntary withdrawal may reduce the Capital Account below the aggregate net totals of dated portions whose lock-up has not ended, unless the General Partner consents to withdrawal from those portions. A partial transfer moves the same proportion of each dated portion's ordinary and Designated Investment balances as the proportion of the Capital Account transferred, retaining the original contribution dates. When the General Partner combines a former Designated Investment sub-account with the ordinary Capital Account, each dated portion's balance in that investment is added to its ordinary balance. A withdrawal removes the gross amount withdrawn from the subaccounts selected in that order; the Performance Allocation on that amount reduces the withdrawal proceeds and is not charged again to the remaining subaccounts. Capital to which a transferee succeeds keeps the acceptance date of each original contribution from which it derives, in proportion to the memorandum subaccounts of the Capital Account transferred as reconciled immediately before the transfer (including after any Performance Allocation determined on the admission of a substitute for an entire Interest), through every later transfer; neither a transfer nor a new Performance Period is a new contribution or restarts any lock-up. The amount so withdrawn from each Capital Account is tested under Article V as a withdrawal from that Capital Account. Original contribution dates do not waive or satisfy the withdrawal notice requirement.

### Withdrawal Gate

If aggregate withdrawal requests for a withdrawal date exceed 25% of the Partnership's net asset value, the General Partner may reduce all requests pro rata so that payments do not exceed that percentage. The portion deferred by the gate has not been withdrawn or debited from the Capital Account. It remains invested and subject to investment gain and loss, Management Fees, and the Performance Allocation until its effective withdrawal date. A withdrawal request that is not fully satisfied as of a withdrawal date will be satisfied as of the next withdrawal date and, if necessary, successive withdrawal dates, each time subject to this limit. Unsatisfied withdrawal requests will not be prioritized over later withdrawal requests and will be satisfied together with those later requests on a pro rata basis.

### Suspension of Withdrawals

The General Partner may suspend withdrawals, payment of withdrawal proceeds, or determination of net asset value when a principal market is closed or materially disrupted; reliable prices are unavailable; disposing of assets would be unlawful or materially prejudicial to Partners; a service provider or counterparty cannot complete material transactions; an emergency impairs the Partnership's operations; or the General Partner otherwise determines that a suspension is necessary to value assets fairly or protect the Partnership. A suspended request will be processed after the suspension ends unless withdrawn with the General Partner's consent.

### Payment of Withdrawals

Payment of at least eighty-five percent of the amount due to a withdrawing Partner shall be made within thirty days after the withdrawal date, with the remainder of the proceeds to be sent upon completion of the Partnership's audit. Payments are subject to reserves, the Performance Allocation, and other charges.

Subject to applicable law, the General Partner may make cash or in-kind distributions at the times and in the amounts it determines. Each distribution reduces the Capital Account from which it is made.

As of the withdrawal date, the Capital Account shall be reduced by the amount withdrawn, including any Performance Allocation charged on that amount. Capital so withdrawn shall not share in the income, gains and losses of the Partnership after the withdrawal date, except as provided in the next sentence; capital remaining in the Capital Account, including any portion deferred under the gate, continues to share in them. If the General Partner determines that it is equitable to treat an amount to be paid or received as being applicable to one or more prior periods, that amount may be proportionately charged or credited to those who were Partners during those periods, and any such amount charged or credited to a person who is no longer a Partner shall be paid by or to that person in cash; provided that in no event shall a former Partner be obligated to make a payment exceeding the amount of its Capital Account at the time to which the charge relates, and no such demand shall be made to the extent prohibited by applicable law. That limit does not apply to the tax obligations in Article III. The unpaid portion of the amount withdrawn, including the remainder retained until completion of the audit, is a payment obligation of the Partnership, and its payment does not further reduce the Capital Account or require another computation of Performance Change. Any amount so withheld shall be paid to the withdrawing Limited Partner without interest.

The General Partner may pay a withdrawal or distribution in cash, in securities or other property, through an interest in a liquidating vehicle, or in any combination of those forms. Assets distributed in kind will be valued under Article X, and the recipient bears expenses of transfer and disposition.

### Compulsory Withdrawals

The General Partner may require a Limited Partner to withdraw all or part of its Interest on notice if continued ownership may violate law, impair an exemption, cause adverse tax or regulatory consequences, expose the Partnership or another person to liability or registration, create material administrative burden, or otherwise be contrary to the Partnership's interests. The General Partner may waive notice where prompt action is reasonably necessary.

## Article IX: Transfers and Admissions

### Transfers

No Limited Partner may sell, assign, pledge, encumber, or otherwise transfer any Interest without the General Partner's prior written consent, which may be withheld in its sole discretion. A purported transfer without consent is void. No transfer is valid or effective unless the General Partner in its sole discretion determines, after consultation with legal counsel acting for the Partnership, that the transfer will not require registration of any interest in the Partnership under any securities laws, subject the Partnership or the General Partner to a requirement to register under any securities or commodities laws, cause the Partnership to be treated as a publicly traded partnership for U.S. federal income tax purposes under section 7704(b) of the Internal Revenue Code, or violate or be inconsistent with any representation or warranty made by the transferring Limited Partner at the time it subscribed. No transfer is valid or effective unless the transferee, and each of its equity owners that Article I would require to qualify, satisfies the eligibility requirements that Article I imposes on a Limited Partner, including the qualified-client requirement, whether or not the transferee is admitted as a substitute Limited Partner. The transferring Limited Partner shall provide sufficient information to allow legal counsel acting for the Partnership to make that determination and shall pay or cause to be paid all of the Partnership's out-of-pocket expenses connected with the transfer.

Unless admitted as a substitute Limited Partner, a permitted transferee receives only the economic rights transferred and no right to participate as a Partner.

In the event all or a portion of the Interest of a Limited Partner is transferred in accordance with the terms of this Agreement, the transferee will succeed to the Capital Account of the transferor to the extent of the transferred Interest or portion of an Interest, effective upon the satisfaction of all of the conditions for the transfer contained in this Agreement. The Partnership shall maintain the Capital Account to which a transferee succeeds as a separate Capital Account of the transferee, including when the transferee already holds a Capital Account.

### Admission of Partners

The General Partner may admit additional Limited Partners on any subscription date and on terms it approves. A person subscribing for an Interest is admitted when the General Partner accepts its subscription, receives its contribution, and records the admission in the Partnership's books. No transferee may become a substitute Limited Partner without the General Partner's consent, which may be withheld in its sole discretion. A transferee is admitted as a substitute Limited Partner when the General Partner has given that consent, all of the conditions for the transfer contained in this Agreement are satisfied, the transferee has agreed in writing to be bound by all of the terms of this Agreement, and the General Partner records the admission in the Partnership's books. No contribution is required for a substitute Limited Partner to succeed to transferred capital. By admission, the person becomes bound by this Agreement without further consent of any Partner.

## Article X: Books, Reports, and Valuation

### Books and Reports

The Partnership shall maintain complete books and records at its principal office or with its administrator. Its fiscal year ends on December 31 unless changed by the General Partner.

The General Partner shall furnish each Limited Partner unaudited Capital Account statements quarterly. The Partnership's financial statements shall be prepared in accordance with U.S. generally accepted accounting principles and audited by an independent certified public accountant selected by the General Partner as of the end of each fiscal year and upon the liquidation of the Partnership. The General Partner shall furnish the audited annual financial statements to each Limited Partner within 120 days after the end of each fiscal year, and the audited financial statements prepared upon liquidation promptly after completion of that audit. If the General Partner or the Manager relies on the audit provision of Rule 206(4)-2(b)(4) under the Investment Advisers Act of 1940 for the Partnership, the accountant must be registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board as that rule requires.

The Partnership shall furnish each Partner the information reasonably required to prepare its tax returns, including a Schedule K-1, as soon as reasonably practicable after each taxable year.

### Valuation

The General Partner shall determine net asset value in good faith. Exchange-traded assets will ordinarily be valued at available market prices; other assets will be valued at fair value using information and methods the General Partner considers appropriate. The General Partner may consult the Manager, administrator, brokers, pricing services, valuation agents, and accountants and may adjust a quoted value when it does not fairly represent realizable value. In the absence of manifest error, the General Partner's valuation is binding on the Partners.

Liabilities include accrued fees and expenses and reserves the General Partner considers appropriate for contingent or uncertain obligations.

### Information Rights and Confidentiality

A Limited Partner may inspect Partnership records to the extent provided by Delaware law and subject to reasonable procedures. The General Partner may withhold information that it reasonably considers proprietary, legally privileged, subject to a confidentiality duty, or likely to harm the Partnership or another Partner. Each Limited Partner shall keep nonpublic information about the Partnership, its investments, and its Partners confidential, except disclosure to its advisers and representatives who are bound to confidentiality or as required by law.

## Article XI: Amendments

### Amendments Requiring Consent

Except as provided below, this Agreement may be amended by the General Partner with the written consent of Limited Partners holding more than fifty percent of the aggregate Capital Accounts of all Limited Partners. An amendment may not, without the affected Partner's consent, increase its obligation to contribute capital, reduce its Capital Account other than under this Agreement, or disproportionately alter its right to allocations or distributions.

### Unilateral Amendments

Subject in every case to the affected-Partner consent protections in the preceding clause, the General Partner may amend this Agreement without Limited Partner consent to cure an ambiguity or inconsistency; correct an error; comply with law or preserve a tax, securities, or regulatory status; reflect an authorized admission, withdrawal, or transfer; or establish an account arrangement authorized by this Agreement. Each such amendment, and any other amendment made without Limited Partner consent, must not materially and adversely affect any Limited Partner. A change outside this authority requires the consents specified in the preceding clause. The General Partner shall give notice of a material amendment promptly after it becomes effective.

## Article XII: Dissolution and Winding Up

### Dissolution

The Partnership will dissolve upon the General Partner's written election; the withdrawal, dissolution, bankruptcy, or other cessation of the General Partner unless the Partnership is continued in the manner permitted by Delaware law; the entry of a decree of judicial dissolution under Section 17-802 of the Delaware Revised Uniform Limited Partnership Act; or any other event requiring dissolution under this Agreement or non-waivable law.

The General Partner shall wind up the Partnership or appoint a liquidator. If the General Partner is unable to act or appoint a liquidator, Limited Partners holding more than fifty percent of the aggregate Limited Partner Capital Accounts shall appoint a person to liquidate the business and administrative affairs of the Partnership.

### Liquidation

The liquidator shall sell or distribute Partnership assets and apply proceeds first to pay or make reasonable provision for the debts, liabilities and obligations of the Partnership, other than debts to the Partners as Partners, and the expenses of liquidation; second to such debts as are owing to the Partners as Partners; and then to Partners in proportion to their positive Capital Account balances after all final allocations, including the Performance Allocation. Subject to the Delaware Revised Uniform Limited Partnership Act, the liquidator shall establish appropriate reserves for all claims and obligations, including all contingent, conditional or unmatured claims and obligations, in an amount that the liquidator deems appropriate. Released reserves follow the same payment order. Assets distributed in kind shall be valued as of the actual date of their distribution, and any gain or loss (as computed for book purposes) attributable to property distributed in kind shall be included in the net profit or net loss for the Fiscal Period ending on the date of that distribution. No Partner is required to restore a negative Capital Account unless separately agreed in writing; this does not limit tax reimbursements expressly required by Article III.

The Partnership terminates when its assets have been distributed, its liabilities have been discharged or reserved for, and its certificate of limited partnership has been canceled.

## Article XIII: General Provisions

### Power of Attorney

Each Limited Partner irrevocably appoints the General Partner, with power of substitution, as its attorney-in-fact to execute, acknowledge, deliver, and file the certificate of limited partnership; amendments reflecting admissions, withdrawals, transfers, dissolution, or other actions authorized by this Agreement; tax or regulatory elections and filings; and instruments reasonably necessary to carry out this Agreement. This special power is coupled with an interest, survives incapacity and transfer, and ends for a Limited Partner after its complete withdrawal except for actions relating to periods when it was a Partner.

### Notices

Notices under this Agreement must be in writing and may be delivered personally, by nationally recognized courier, by registered or certified mail, or by electronic transmission to the address in the Partnership's records. A Limited Partner's initial notice address is [Notice address of the limited partner]. Notice is effective when received, except that notice by electronic mail is effective when sent, if sent on a business day, or on the next business day after it is sent, if sent on a day that is not a business day.

### Governing Law and Forum

This Agreement and the rights and obligations of the Partners are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue for any action arising out of this Agreement in the Delaware Court of Chancery.

### Arbitration

Notwithstanding the forum selected under Governing Law and Forum, any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity thereof, or any dispute, controversy, or claim arising out of, relating to, or in connection with the Partnership, including any claims of arbitrability, shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the American Arbitration Association Commercial Arbitration Rules in effect at the time of the arbitration. The seat of the arbitration shall be New York, New York. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The Partners submit to the non-exclusive jurisdiction of the State or Federal courts located in the Southern District of New York for the limited purpose of enforcing this agreement to arbitrate. The arbitration shall be conducted by three arbitrators. The arbitration award shall be final and binding on the parties to the arbitration, and there shall be no appeal from the arbitrators' decision except as provided by applicable law. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The Partners submit to the non-exclusive jurisdiction of the State or Federal courts located in the Southern District of New York for purposes of enforcing the arbitration award. Without prejudice to any right to obtain emergency measures of protection under those rules, a request by a party to a court of competent jurisdiction for interim measures necessary to preserve the party's rights, including pre-arbitration attachments or injunctions, shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The exclusive forum selected under Governing Law and Forum does not apply to the court proceedings this clause permits, including proceedings to enforce this agreement to arbitrate or the arbitration award and requests for interim measures.

### Miscellaneous

This Agreement, the subscription documents, and any written side letter between the Partnership and a Partner constitute the agreement concerning that Partner's Interest. Subject to the consents required by Article XI, each Partner agrees that any terms contained in a side letter with another Partner will govern with respect to that other Partner notwithstanding the provisions of this Agreement or any subscription agreement, except that no side letter may waive or modify the investor eligibility requirements of Article I, and that the Partner will have no rights in respect of those granted in favor of that other Partner.

This Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, but the rights and obligations of the Partners shall not be assignable, transferable, or delegable except as provided in Article IX. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. Headings are for convenience only. This Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original.

## Signatures

The undersigned agree to be bound by this Limited Partnership Agreement as of the Effective Date.

General Partner: [Legal name of the general partner]

Signature: _______________
Signatory Name: [Name of the authorized signatory for the general partner]
Title: [Title of the authorized signatory for the general partner]
Date: _______________

Limited Partner: [Legal name of the limited partner signing this counterpart]

Signature: _______________
Print Name: [Legal name of the limited partner signing this counterpart]
Date: _______________