![]() Certificate means the Certificate of Limited Partnership of the Partnership as filed with the office of the Secretary of Willful malfeasance or a determination by a court of competent jurisdiction that such Director has breached a fiduciary duty or violated law or engaged in another criminal act. Cause means, with respect to a Director, the commission of an act of fraud or Made, or to be made, as the context requires, to the capital of the Partnership by a Partner or former Partner, as the case may be. Capital Contribution means the contribution, if any, Partner in accordance with Section 5.3 of this Agreement. Capital Account means, with respect to each Partner, the capital account established and maintained on behalf of the Business Day means any day when the New York Stock Exchange is open for business. Board of Directors means the board of the Directors who have been delegated the authority described in this Agreement. Agreement means this Agreement of Limited Partnership, as amended and/or restated from time to time. Affiliate means affiliated person as that term is defined in the 1940 Advisers Act means the Investment Advisers Act of 1940 and the rules, regulations and orders under the Advisers Act, asĪmended from time to time, or any successor law. Provided to the Partnership by the Adviser under Section 3.5(b) of this Agreement.Īdvisers, L.P., a limited partnership formed under the laws of the State of Delaware, and any other Person or Persons subsequently engaged to provide investment management services to the Partnership in a similar capacity. Advice and Management means those services Under the 1940 Act, as amended from time to time, or any successor law. 1940 Act means the Investment Company Act of 1940 and the rules, regulations and orders 1933 Act means the Securities Act of 1933 and the rules, regulations and orders under the 1933 Act, as amended from time to NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: Securities and Exchange Commission under the 1940 Act (as defined herein) as aĬlosed-end management investment company WHEREAS the Partnership desires to register with the U.S. Partnership), dated as of February 18, 2014, is entered into by and among THE ENDOWMENT FUND GP, L.P., as General Partner and those Persons who execute this Agreement and whose names are reflected on the books and records of the THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of PMF TEI FUND, L.P. ACCOUNTING, VALUATIONS AND BOOKS AND RECORDSĪGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS ![]() TERMINATION OF STATUS OF GENERAL PARTNER REMOVAL OF GENERAL PARTNER TRANSFERS AND REPURCHASESĪLLOCATION OF CERTAIN WITHHOLDING TAXES AND OTHER EXPENDITURESĪLLOCATION TO AVOID CAPITAL ACCOUNT DEFICITSĪRTICLE VII. ![]() MANAGEMENT ADVICE AND MANAGEMENTĪRTICLE IV. ORGANIZATION, ADMISSION OF PARTNERS, DIRECTORSĪRTICLE III. In either scenario, an incubator fund may offer the sponsor a way to test its strategies, build its track record, and prepare to launch a private investment fund with actual data that can be audited and remain with the investment manager.Īt the time of the transition from an incubator fund to an operational hedge or private equity fund, the investment manager will remain intact and continue in its investment management role to the successive investment funds that can accept capital from investors.Limited Partnership Agreement of the FundĪMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPĪRTICLE II. Because the track record has little to no actual trading data, it can't be used to show the viability of the investment fund. These strategies will oftentimes be accompanied with back-tested data to show their value. Some strategies may not have been fully proven or are in a concept-type phase. Because the sponsor's track record was not created by the investment manager, the sponsor's prior track record can't be used by the sponsor or the investment fund to attract outside capital from investors. Many sponsors may have proven one or more strategies through prior trading as an adviser, while working with a former fund, or conducting personal trades. To spark intrigue from investors, most sponsors will want to provide performance data, or a track record, to gain investor confidence in the sponsor’s skills in executing the fund’s strategies. Sponsors may face potential liability from many actions they take, whether before, during, or after they launch an investment fund.
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