EXHIBIT 4.2
AMENDED AND
RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
ASPECT GLOBAL DIVERSIFIED FUND
LP
Dated as of February 18,
2009
TABLE OF CONTENTS
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Section
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Page
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Article
I
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DEFINITIONS
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1
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Article
II
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FORMATION AND
PURPOSE
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8
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2.1
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Formation
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8
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2.2
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Name
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8
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2.3
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Purpose;
Business
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8
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2.4
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Status
and Duration
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9
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2.5
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Registered Office and Registered Agent;
Principal Office.
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9
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2.6
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Partners
Not Agents
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9
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Article
III
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MANAGEMENT AND
TRADING POLICIES
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9
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3.1
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Management of the Partnership
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9
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3.2
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The
General Partner.
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9
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3.3
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Trading
Advisor.
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11
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3.4
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General
Trading Policies.
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11
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3.5
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Tax
Related Actions.
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12
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3.6
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Other
Activities
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12
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3.7
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Admission
of Additional General Partners.
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12
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3.8
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Authority
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13
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Article
IV
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NET WORTH OF
GENERAL PARTNER
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13
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4.1
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Net Worth
Generally
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13
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4.2
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Other
Limited Partnerships
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13
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4.3
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NASAA
Guidelines
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13
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Article
V
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CAPITAL
CONTRIBUTIONS; OFFERING OF UNITS; PARTNERS
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14
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5.1
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General
Partner Capital Contributions.
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14
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5.2
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Limited
Partner Units; Limited Partners.
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14
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5.3
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Certain
Rights of the Limited Partners.
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15
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Article
VI
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TRANSFERS OF
LIMITED PARTNER INTERESTS
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16
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6.1
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Restrictions on Transfers of Limited
Partner Interests.
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16
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6.2
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Obligations of Transferors of Limited
Partner Interests.
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17
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6.3
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Obligations of Transferees of
Unit.
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17
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6.4
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Effect of
Non-Complying Transfers
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17
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Article
VII
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ALLOCATION OF
PROFITS AND LOSSES; ACCOUNTING MATTERS
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18
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7.1
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Capital
Accounts
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18
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7.2
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Monthly
Allocations
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18
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7.3
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Allocation of Profit and Loss for Federal
Income Tax Purposes
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18
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7.4
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Net Asset
Value.
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20
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7.5
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Interest
on Assets
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20
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Article
VIII
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REDEMPTIONS,
DISTRIBUTIONS AND WITHDRAWALS
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20
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8.1
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Redemptions.
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20
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8.2
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Distributions
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21
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8.3
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Trading
Suspension Redemption Right
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21
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8.4
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Voluntary
Withdrawal of a General Partner
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21
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8.5
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Required
Withdrawal of a General Partner
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21
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8.6
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Payment
to Withdrawing General Partner
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21
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8.7
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Required
Withdrawal of a Limited Partner.
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22
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Article
IX
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BOOKS AND
RECORDS
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22
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9.1
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Maintenance
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22
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9.2
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Inspection
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22
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Article
X
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AUDITS; REPORTS
TO LIMITED PARTNERS
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22
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10.1
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Audit
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22
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10.2
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Financial
and Other Reports.
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22
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10.3
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Tax
Return Information.
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23
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Article
XI
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SPECIAL POWER
OF ATTORNEY
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23
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11.1
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Appointment and Powers
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23
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11.2
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Irrevocable
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23
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Article
XII
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EXCULPATION AND
INDEMNIFICATION
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24
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12.1
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Exculpation.
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24
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12.2
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Indemnification.
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25
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12.3
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Notification of Claims
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25
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12.4
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Third
Party Claims
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25
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Article
XIII
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AMENDMENT;
CONSENTS FOR OTHER PURPOSES
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26
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13.1
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Amendments Not Requiring Consent of
Limited Partners
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26
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13.2
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Amendment
Requiring Consent of the Partnership
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27
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13.3
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Waiver
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27
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13.4
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Certain
Amendments Requiring Consent of Affected Limited
Partners
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27
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13.5
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Amendments of Certificate.
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27
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Article
XIV
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DISSOLUTION AND
WINDING UP
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28
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14.1
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Events
Causing Dissolution
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28
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14.2
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Winding
Up
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29
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14.3
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Compensation of Liquidator
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29
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14.4
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Distribution of Property and Proceeds of
Sale Thereof.
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29
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14.5
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Final
Audit
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30
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14.6
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Deficit
Capital Accounts
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30
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Article
XV
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BENEFIT PLAN
INVESTORS
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30
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15.1
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Investment in Accordance with
Law
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30
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15.2
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Disclosures and Restrictions Regarding
Benefit Plan Investors
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31
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Article
XVI
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MISCELLANEOUS
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31
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16.1
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Construction and Governing Law.
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31
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16.2
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Counterparts
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33
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16.3
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Binding
Effect
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33
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16.4
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Offset
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33
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16.5
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Remedies
for Breach; Effect of Waiver or Consent
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33
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16.6
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Further
Assurances
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33
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AMENDED AND
RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
ASPECT GLOBAL DIVERSIFIED FUND
LP
This Amended and Restated Limited Partnership
Agreement of Aspect Global Diversified Fund LP
(“Agreement”) is entered into as of February 18, 2009
by and among Steben & Company, Inc., a Maryland corporation
(the “General Partner”), and those Persons who may
hereafter be admitted to the Partnership as Limited Partners in
accordance with the provisions hereof.
PRELIMINARY
STATEMENT
WHEREAS , Steben & Company, Inc., in its capacity as
the sole general partner of the Partnership has executed and filed
effective as of March 23, 2007 in the office of the Secretary of
State of Delaware a Certificate of Limited Partnership of the
Partnership in order to form the Partnership under the Delaware
Act;
WHEREAS , the General Partner entered into a Limited
Partnership Agreement as of March 23, 2007 (the “Existing
Partnership Agreement”);
WHEREAS , the General Partner wishes to amend and
restate the Existing Partnership Agreement in its entirety to amend
the rights and obligations of the Partners on the terms set forth
below in accordance with Section 13.1 to delete all references to
the Initial Limited Partner in the Existing Partnership Agreement
(as such term is defined in the Existing Partnership Agreement) to
reflect the resignation and withdrawal of the Initial Limited
Partner and to amend a provision in the Existing Partnership
Agreement; and
WHEREAS , the parties desire to enter into this
Agreement to: (1) set forth their respective interests, rights,
powers, authority, duties, responsibilities, liabilities, and
obligations in and with respect to the Partnership, as well as the
respective interests, rights, powers, authority, duties,
responsibilities, liabilities, and obligations of Persons who may
hereafter be admitted to the Partnership as Partners in accordance
with the provisions hereof; and (2) provide for the management and
conduct of the business and affairs of the Partnership.
NOW, THEREFORE , in consideration of the mutual promises and
agreements made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Certain capitalized terms used in this Agreement
have the meanings given them in this Article I, unless otherwise
expressly provided herein or as otherwise required by the
context.
“Additional General Partner” has the
meaning given it in Section 3.7(a).
“Administrative Expenses” means the
monthly administrative expenses to various third-party service
providers, as well as the General Partner, covering all actual
legal, accounting, clerical, postage, shipping and other back
office expenses related to the administration of the Partnership
and all associated costs incurred by the Partnership, payable by
the Partnership with respect to each applicable series of Units
monthly in arrears. Actual Administrative Expenses may
vary, however such expenses shall not exceed 0.95% of the
Partnership’s Net Asset Value per annum.
“Affiliate” of a specified Person,
means any Person that directly, or indirectly through one or more
intermediaries, Controls, is controlled by, or is under common
Control with, such specified Person.
“Agreement” means this Amended And
Restated Limited Partnership Agreement, as originally executed and
as subsequently amended and/or restated from time to time in
accordance with the provisions hereof and the Delaware
Act.
“Bankruptcy” of a Person,
means: (a) such Person (i) makes an assignment for the
benefit of creditors; (ii) files a voluntary petition in
bankruptcy; (iii) is adjudged a bankrupt or insolvent, or has
entered against it an order for relief, in any bankruptcy or
insolvency proceeding; (iv) files a petition or answer seeking for
itself any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law,
or regulation; (v) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed
against it in any proceeding of such nature; or (vi) seeks,
consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of such Person or of all or any substantial
part of its properties; or (b) one hundred and twenty (120) days
after the commencement of any proceeding against such Person
seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law,
or regulation, the proceeding has not been dismissed, or if within
ninety (90) days after the appointment without such Person’s
consent or acquiescence of a trustee, receiver, or liquidator of
such Person or of all or any substantial part of its properties,
the appointment is not vacated or stayed, or within ninety (90)
days after the expiration of any such stay, the appointment is not
vacated. Without limiting the generality of the foregoing, if a
Person is a partnership, Bankruptcy of such Person shall also
include the Bankruptcy of any general partner of such
Person.
“Broker Dealer Custodial Fee” means,
with respect to certain of the Series B Units, which are held by
broker dealers who act as custodian for Series B Units for the
benefit of the Limited partners, a monthly Broker Dealer Custodial
Fee in arrears equal to 1/12th of 0.60% of the outstanding Series B
Units’ Net Asset Value (0.60% per annum). In no
event will a Limited Partner holding Series B Units pay both a
Broker Dealer Servicing Fee and a Broker Dealer Custodial
Fee.
“Broker Dealer Servicing Fee”
means: (i) with respect to Series A Units, the broker
dealer servicing fee payable by the Partnership with respect to
Series A Units to the selling agents monthly in arrears equal to
1/12 th
of 0.15% of the Series A
Units’ Net Asset Value, (0.15% per annum), subject to the Fee
Limit; and (ii) with respect to certain Series B Units, which are
not held by broker dealers who act as custodian for the benefit of
Limited Partners, the broker dealer servicing fee payable by the
Partnership with respect to such Series B Units to selling agents
who sell Series B Units monthly in arrears equal to 1/12
th of 0.60% of the such Series B Units’ Net
Asset Value (0.60% per annum), subject to the Fee
Limit. (The General Partner or its Affiliates may serve
as a selling agent).
“Brokerage Expenses” means, with
respect to each applicable series of Units, such Units’
pro-rated share of the futures commission merchant’s actual
monthly brokerage expenses as well as over the counter foreign
exchange counterparty fees, payable by the Partnership with respect
to each applicable series of Units in arrears. Brokerage
Expenses will cover all actual brokerage and trading costs of the
Partnership.
“Business Day” means any day on
which commercial banks settle payments and are open for general
business in New York City and/or such other day as the General
Partner may from time to time determine.
“Capital Account” has the meaning
given it in Section 7.1.
“Capital Contribution” means a
contribution of capital to the Partnership in the form of cash or,
if the General Partner determines in its discretion in any
particular case that a contribution of capital to the Partnership
may be made in whole or in part in the form of property other than
cash, such other property.
“Certificate” means the Certificate
of Limited Partnership of the Partnership described in the first
paragraph of this Agreement under the heading “Preliminary
Statement,” as originally filed in the office of the
Secretary of State of Delaware and as subsequently amended and/or
restated from time to time in accordance with the provisions hereof
and the Delaware Act.
“CEAct” means the Commodity Exchange
Act, as amended.
“CFTC” means the Commodity Futures
Trading Commission.
“Code” means the Internal Revenue
Code of 1986, as amended.
“Commodities Interests” has the
meaning given it in Section 2.3.
“Control” whether such word is used
as a noun or a verb or in adjectival form, has the meaning given it
in Rule 405 under the 1933 Act.
“Delaware Act” means the Delaware
Revised Uniform Limited Partnership Act.
“Determination Date” has the meaning
given it in Section 7.2.
“Entity” means any domestic or
foreign corporation, partnership (whether general or limited),
joint venture, limited liability company, business trust or
association, trust, estate, unincorporated association or
organization, government (or political subdivision, department, or
agency thereof), cooperative, or other entity, whether acting in an
individual or representative capacity.
“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.
“Extraordinary Fees and Expenses”
means fees and expenses which are non-recurring and unusual in
nature, including without limitation, legal claims and liabilities
and litigation costs or indemnification or other unanticipated
expenses (which are not Administrative Expenses, Brokerage
Expenses, Commissions, General Partner Fees, Offering Expenses,
Organizational Expenses, Selling Agent Commissions, Broker Dealer
Servicing Fees, Broker Dealer Custodial Fees, Management Fees or
Incentive Fees). All series of Units and General Partner
Units shall be subject to charges for Extraordinary Fees and
Expenses.
“Fee Limit” means with respect to
all of the Series A Units, Series B Units and/or Series I Units
held by a particular Limited Partner, when the cumulative amount of
the Selling Agent Commissions, Broker Dealer Servicing Fees paid to
selling agents, payments for wholesalers, payments for sales
conferences, and other Offering Expenses that are items of
compensation to FINRA members (but excluding among other items, the
production and printing of prospectuses and associated envelopes,
folders and printed pieces provided with the prospectuses, as well
as various legal and regulatory fees) paid by particular Series A,
B or I Units is equal to 10.00% of the original purchase price paid
by holders of those particular Units pursuant to NASD Rule
2810. Each Limited Partner who owns Series A Units,
Series B Units and Series I Units shall continue to pay the Selling
Agent Commissions, Broker Dealer Servicing Fees and Offering
Expenses, depending upon which expenses are applicable to the
particular series of Units, until the aggregate of such expenses
reaches an amount equal to the Fee Limit.
“FINRA” means the Financial Industry
Regulatory Authority.
“Fiscal Year” means the fiscal year
of the Partnership which shall begin on January 1 and end on
December 31 of each calendar year, provided that the
initial fiscal year of the Partnership shall begin as of the date
of filing the Certificate.
“General Partner” means Steben &
Company, Inc. or, subject to the provisions of this Agreement, any
one or more Additional General Partners, to the extent that Steben
& Company, Inc., pursuant to the provisions of Section 3.7(a)
of this Agreement, provides that any one or more of such Additional
General Partners may possess and exercise any one or more of the
rights, powers, and authority of a general partner
hereunder.
“General Partner Fee” means the fees
payable to the General Partner monthly in arrears equal to
1/12 th
of 1.10% of the Partnership’s
Net Assets (1.10% per annum).
“General Partner Interest” means an
interest in the Partnership held by a Person in its capacity as a
General Partner.
“General Partner Party” means any of
the General Partner, any Affiliate of the General Partner, and any
member, partner, shareholder, manager, director, officer, employee,
or agent of the General Partner or any such Affiliate, and any
owner of direct or indirect equity interests in any such
Persons.
“General Partner Units” means units
of General Partner Interest. The General Partner Units
are subject to the following fees, expenses and
charges: Management Fee, Incentive Fee, Brokerage
Expenses and Administrative Expenses. (General Partner
Units are not subject to a Broker Dealer Servicing Fee, Broker
Dealer Custodial Fee, General Partner Fee, Offering Expenses,
Organizational Expenses, Selling Agent Commissions or Redemption
Fee.) The applicable fee and expense rates and any
applicable fee limits for the General Partner Units shall be set
forth in the Prospectus. The General Partner from time
to time may determine (and adjust) the number of General Partner
Units which represent the General Partner’s interest in the
Partnership, and in the absence of a specific determination the
General Partner Interest shall be initially represented by ten (10)
General Partner Units. The Partnership may issue
fractional General Partner Units. The General Partner
Units shall be uncertificated.
“GP Disabling Event” has the meaning
given it in Section 14.1.
“GP Withdrawal Date” has the meaning
given it in Section 8.6.
“Incentive Fee” means an incentive
fee payable by the Partnership with respect to each applicable
series of Units to the Trading Advisor based on trading profits,
pursuant to terms entered into between the Trading Advisor and the
General Partner on behalf of the Partnership, as more specifically
described in the Prospectus.
“Indemnification Obligation” means
an obligation of the Partnership to indemnify a General Partner
Party pursuant to the provisions of Article XII.
“Indemnitee” has the meaning given
it in Section 12.2(a), and includes the Liquidator.
“Interest” means the General Partner
Interest or Limited Partner Interest as applicable according to the
context.
“Limited Partner” as of a particular
time, means a Person who has been admitted to the Partnership as a
limited partner in accordance with the provisions of this Agreement
and who has not resigned or withdrawn from the Partnership as a
limited partner.
“Limited Partner Interest” means an
interest in the Partnership, regardless of designated series of
Unit, held by a Person in its capacity as a Limited
Partner.
“Limited Partner Percentage” means
with respect to a Limited Partner as of the applicable time of
determination, the ratio (expressed as a percentage) that such
Limited Partner’s Capital Account balances (with respect to
all Units held by such Limited Partner) bears to the aggregate
Capital Account balances of all Limited Partners (with respect to
all Units held by Limited Partners). For purposes of the
Limited Partner Percentage calculation, there shall be excluded any
Limited Partner Capital Account balances held by the General
Partner or its Affiliates.
“Liquidation Reserves” has the
meaning given it in Section 14.2(b)(vii).
“Liquidator” has the meaning given
it in Section 14.2(a).
“Losses” of a General Partner Party,
means any and all losses, claims, damages, liabilities, expenses
(including reasonable legal fees and expenses), judgments, fines,
amounts paid in settlement, and other amounts actually and
reasonably paid or incurred by such General Partner Party in
connection with any and all claims, demands, actions, suits, or
proceedings (including arbitration and mediation proceedings and
actions by or in the right of the Partnership), civil, criminal,
administrative, or investigative, that relate, directly or
indirectly, to acts or omissions (or alleged acts or omissions) of
such General Partner Party in connection with the formation,
business or operations of the Partnership or the offering of Units
and in which such General Partner Party may be involved, or is
threatened to be involved, as a party, witness, or otherwise,
whether or not the same shall proceed to judgment or be settled or
otherwise be brought to a conclusion.
“LP Withdrawal Date” has the meaning
given it in Section 8.7(b).
“Majority of Disinterested Limited
Partners” means, at the applicable time of determination,
Limited Partners holding more than 50% of the Limited Partner
Percentages (excluding for purposes of such calculation any Limited
Partner Interests held by the General Partner or its
Affiliates).
“Management Fee” means a fixed rate
management fee payable by the Partnership with respect to each
applicable series of Units to the Trading Advisor based on the
trading level of the Fund, pursuant to terms entered into between
the Trading Advisor and the General Partner on behalf of the
Partnership, as more specifically described in the
Prospectus.
“NASAA Guidelines” means the
Guidelines for Registration of Commodity Pool Programs, as adopted
in revised form by the North American Securities Administrators
Association, Inc. in September 1993 and amended in May
2007.
“Net Assets” has the meaning given
it in Section 7.4(a).
“Net Asset Value” has the meaning
given it in Section 7.4(b).
“NFA” means the National Futures
Association.
“1940 Act” means the Investment
Company Act of 1940, as amended.
“1934 Act” means the Securities
Exchange Act of 1934, as amended.
“1933 Act” means the Securities Act
of 1933, as amended.
“Notification” to a Person, shall
mean a written notice that (i) if delivered in person or by courier
is deemed given to such Person on the date of delivery, (ii) if
sent by facsimile or by email (if such Person agrees to email
communication by furnishing its email address) is deemed given to
such Person on the date that the transmission is received, or (iii)
if sent by mail is deemed given to such Person on the earlier of
actual receipt or three (3) Business Days after the date of mailing
by registered or certified mail (first class postage prepaid,
return receipt requested); provided, however, that a
Notification to the Partnership shall be deemed given to the
Partnership only upon its actual receipt by the
Partnership. Any Notification required or permitted to
be given to the Partnership shall be sent to the principal office
of the Partnership, or to such other address or facsimile number as
the General Partner may specify in a Notification given to all
other Partners. Any Notification required or permitted
to be given to a Partner shall be sent to such Partner at such
address or to such facsimile number or email as such Partner may
notify the Partnership by way of a Notification (it being
understood and agreed that a Subscription Agreement, duly executed
by a Person who subscribes for a Limited Partnership Interest
pursuant thereto, shall constitute a Notification by such Person of
its address and facsimile number).
“Offering Expenses” means all actual
ongoing offering costs regarding the Units which are incurred by
the General Partner on behalf of the Partnership, including
regulatory fees, legal costs relating to the offering, all sales
costs, travel, printed material, postage and freight, sales
conference fees and compensation to sales personnel of the General
Partner for wholesaling the Partnership. The Partnership
shall reimburse the General Partner for such actual ongoing
offering costs, up to 1/12 th of
0.75% of the Partnership’s Net Asset Value (0.75% per annum)
pro-rata for Series A, B and I Units payable monthly in
arrears. Actual ongoing offering costs in excess of this
limitation shall be fully absorbed by the General
Partner. The Partnership is only liable for payment of
Offering Expenses on a monthly basis. If the Partnership
terminates prior to completion of payment to the General Partner
for the unreimbursed Offering Expenses incurred through the date of
such termination, the General Partner will not be entitled to any
additional payments, and the Partnership will have no further
obligation to the General Partner.
“Organizational Expenses” means, all
Organizational Expenses Items and initial offering
expenses of the Partnership that will be borne by the General
Partner on behalf of the Partnership without
reimbursement.
“Organizational Expenses Items”
means expenses relating to the Partnership incurred in connection
with the formation, qualification and registration of the Units and
in offering, distributing and processing the Units under applicable
federal law and state securities or blue sky laws, and any other
expenses actually incurred and, directly or indirectly, relating to
the organization of the Partnership or the offering of the Units,
including without limitation (i) initial registration fees, filing
fees and taxes; (ii) costs of preparing, printing (including
typesetting), amending, supplementing, mailing and distributing the
initial Prospectus and exhibits thereto; (iii) costs of qualifying,
printing (including typesetting), amending, supplementing, mailing
and distributing initial sales materials used in connection with
the initial offering and issuance of the Units; (iv) travel,
telegraph, telephone and other expenses in connection with the
initial offering and issuance of the Units; and (v) accounting,
auditing and legal fees (including disbursements relating thereto)
in connection with the foregoing. For the avoidance of
doubt: (x) Organizational Expenses Items will not
include Extraordinary Fees and Expenses (which Extraordinary Fees
and Expenses will be borne by the Partnership); and (y) the General
Partner will not allocate to the Partnership the indirect expenses
of the General Partner as part of the Organizational
Expenses.
“Partners” means the Limited
Partners and the General Partner.
“Partnership” means Aspect Global
Diversified Fund LP, the Delaware limited partnership formed by the
filing of the Certificate.
“Partnership Interest” of a Partner
at any particular time, means such Partner’s interest,
rights, powers, and authority in and with respect to the
Partnership at such time as determined in accordance with the
provisions of this Agreement. Such rights include (1)
such Partner’s share of the profits and losses of the
Partnership, and such Partner’s right to receive
distributions and to withdraw assets from the Partnership, pursuant
to the provisions of this Agreement and (2) such Partner’s
other rights, powers, and authority in respect of the Partnership
under this Agreement.
“Partnership Property” at any
particular time, means all interests, properties (whether tangible
or intangible, and whether real, personal, or mixed), and rights of
any type contributed to or acquired by the Partnership and owned or
held by or for the account of the Partnership, whether owned or
held by or for the account of the Partnership as of the date of the
formation thereof or thereafter contributed to or acquired by the
Partnership.
“Person” means any natural person,
whether acting in an individual or representative capacity, or any
Entity.
“Plan” has the meaning given it in
Section 15.1.
“Plan Fiduciary” has the meaning
given it in Section 15.1.
“Prospectus” means a prospectus or
similar document, including any amendment or supplement thereto,
prepared by or under the direction of the General Partner relating
to the Partnership and the offer and sale of Units.
“Redemption Date” has the meaning
given it in Section 8.1(a).
“Redemption Fee” means the fee
payable to the General Partner by a Limited Partner whose Series A
Unit is redeemed at any time prior to the one (1) year anniversary
of the subscription date of such Series A Unit, which fee will
equal the product of (i) 2.00% of the subscription price for such
Series A Unit, divided by twelve (12), and multiplied by (ii) the
number of months remaining before the one (1) year anniversary of
the subscription date regarding the subject Series A
Unit. For the avoidance of doubt: (x) if a
Limited Partner subscribes for multiple Series A Units on different
subscription dates, each Series A Unit will be subject to the
Redemption Fee (as applicable) based on its particular subscription
date; and (y) the redemption of Series A Units from a Limited
Partner holding Series A Units which have been issued on different
subscription dates will be deemed to be redeemed in time sequence
based on the Series A Unit outstanding for the longest period of
time. A Redemption Fee will not be assessed to any
Limited Partner who purchases Series A Units and is required to
mandatorily redeem their Series A Units by the General Partner
within the first year of purchase.
“SEC” means the Securities and
Exchange Commission.
“Securities Laws” means any one or
more of the 1933 Act, 1934 Act and the 1940 Act, as
applicable.
“Selling Agent Commissions” means
selling agent commissions, payable with respect to Series A Units
to the General Partner monthly in arrears equal to 1/12
th of 2.00% of the outstanding Series A
Units’ Net Asset Value (2.00% per annum), subject to the Fee
Limit. The General Partner shall pay the selling agents
an upfront commission of 2.00% of the aggregate subscription amount
for the sale of Series A Units. Beginning the 13
th month, the General Partner shall pay the selling
agents a monthly Selling Agent Commission in arrears equal to
1/12 th
of 2.00% of the outstanding Series A
Units’ Net Asset Value, subject to the Fee
Limit. The Net Asset Value of Series A Units refers to
the Partnership’s Net Assets allocated to the capital
accounts of Series A Unit holders (the aggregate Capital Account
balances with respect to the Series A Units) divided by the number
of outstanding Units of such Series A Units. (The
General Partner or its Affiliates may serve as a selling agent and
may receive the selling agent commissions from the Partnership and
may in turn pay the selling agents’ commissions to the
selling agents).
“Series A Units” means units of
Limited Partner Interest subject to the following fees, expenses
and charges: Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses, Offering
Expenses, Selling Agent Commissions, Broker Dealer Servicing Fee
and Redemption Fee.
“Series A Units Re-Designation
Event” means with respect to a particular Series A Unit, when
such Series A Unit reaches the Fee Limit.
“Series B Units” means units of
Limited Partner Interest subject to the following fees, expenses
and charges: Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses, Offering
Expenses, and Broker Dealer Servicing Fee or Broker Dealer
Custodial Fees. In no event will a Limited Partner
holding Series B Units pay both a Broker Dealer Servicing Fee and a
Broker Dealer Custodial Fee.
“Series B Units Re-Designation
Event” means with respect to a particular Series B Unit, when
such Series B Unit reaches the Fee Limit.
“Series C Units” means units of
Limited Partner Interest which have been re-designated as Series C
Units at month end when the General Partner determines that the Fee
Limit has been reached as of the end of any month, or it
anticipates that the Fee Limit will be reached during the following
month, on the Series A, B, and I Units pursuant to NASD Rule 2810
in connection with a Series A Units Re-Designated Event, Series B
Units Re-Designation Event or Series I Units Re-Designation Event
(as applicable). Series C Units shall be identical to
other series of Units except that Series C Units shall be subject
to the following fees, expenses and charges: Management
Fees, Incentive Fees, Brokerage Expenses, General Partner Fee and
Administrative Expenses. Upon a Series A Units
Re-Designation Event the subject Series A Units shall at month end
be re-designated as Series C Units based on an exchange of Units
calculated upon the month end Net Asset Value of Series A Units and
the month end Net Asset Value of Series C
Units (including fractional units as applicable)
without any further action by the holder. Upon a Series
B Units Re-Designation Event the subject Series B Units shall at
month end be re-designated as Series C Units based on an exchange
of Units calculated upon the month end Net Asset Value of Series B
Units and the month end Net Asset Value of Series C (including
fractional units as applicable) without any further action by the
holder. Upon a Series I Units Re-Designation Event the
subject Series I Units shall at month end be re-designated as
Series C Units based on an exchange of Units calculated upon the
month end Net Asset Value of Series I Units and the month end Net
Asset Value of Series C Units (including fractional units as
applicable) without any further action by the holder.
“Series I Units” means units of
Limited Partner Interest subject to the following fees, expenses
and charges: Management Fee, Incentive Fee, Brokerage
Expenses, General Partner Fee, Administrative Expenses and Offering
Expenses.
“Series I Units Re-Designation
Event” means with respect to a particular Series I Unit, when
such Series I Unit reaches the Fee Limit.
“Special Redemption Notice” has the
meaning given it in Section 8.3.
“Subject Series Capital Accounts”
has the meaning given it in Section 7.2(d).
“Subscription Agreement” means, with
respect to a Person, the subscription agreement and power of
attorney (and related documents) in such form as the General
Partner may from time to time determine, as completed and executed
by such Person and delivered by such Person to the General Partner,
pursuant to which such Person subscribes for a Unit by agreeing to
contribute capital to the Partnership as may be set forth
therein.
“Trading Advisor” means a trading
advisor of the Partnership.
“Trading Advisory Agreement” means
an agreement between the Partnership and a Trading
Advisor.
“Transfer” means any transaction in
which a Person assigns or purports to assign a Unit, or an interest
therein, to another Person, and includes any transfer, sale,
assignment, gift, exchange, pledge, mortgage, or hypothecation, or
any other conveyance, disposition, or encumbrance, whether
voluntary, involuntary, or by operation of law, of such Unit or
interest therein.
“Treasury Regulations” means the
income tax regulations promulgated under the Code.
“Units” mean units of Limited
Partner Interests. The Units may comprise Series A
Units, Series B Units, Series C Units, Series I Units, or other
series of Units of Limited Partner Interests as the General Partner
may from time to time authorize. Each Unit of a
particular series represents units of fractional undivided
beneficial interest in the ownership of such series. The
Partnership may issue fractional Units. The Units shall
be uncertificated. The applicable fee and expense rates
and any applicable fee limits for each series of Units shall be set
forth in the applicable Prospectus.
“Withdrawing General Partner” has
the meaning given it in Section 8.6.
“Withdrawing Limited Partner” has
the meaning given it in Section 8.7(b).
ARTICLE II
FORMATION AND
PURPOSE
2.1
Formation . The Partnership was formed as
a limited partnership under the Delaware Act pursuant to the filing
of the Certificate in the office of the Secretary of State of the
State of Delaware.
2.2
Name . The name of the Partnership shall
be “Aspect Global Diversified Fund LP”. The General
Partner shall manage and conduct the business and affairs of the
Partnership under that name or, to the extent permitted by
applicable law, under such other names as the General Partner may
determine from time to time; provided , however ,
that the General Partner may not manage or conduct the business or
affairs of the Partnership under the name (or any derivative
thereof) of any Limited Partner without the prior consent of such
Limited Partner.
2.3
Purpose; Business . The purposes and
businesses of the Partnership are to buy, hold and sell
investments, domestic or foreign, in any assets, properties,
commodities, instruments or financial products selected by the
General Partner (or its designee or the Trading Advisor as
applicable) consistent with the description of the
Partnership’s business and trading activity in the
Prospectus, including without limitation buying, holding and
selling commodities, futures contracts, forward contracts, swaps,
options on futures contracts and physical commodities, spot (cash)
commodities, currencies, financial instruments (including
certificates of deposit, Treasuries and United States Agency
securities, commercial paper and any other securities approved by
the CFTC for investment of customer funds), commodity pools and any
rights and interests pertaining hereto or any other securities or
items which are now, or may hereafter be, the subject of futures
contract trading (individually and collectively “Commodities
Interests”), provided, however, that the Partnership
may not carry on any business, investment, purpose or activity that
may not lawfully be carried on by a limited par