eTrade 2000 Annual Report Download - page 230

the Limited Partnership Agreement of the Fund, include without limitation the following:
(a)To cause the Company to perform the duties and exercise the rights of the general partner of the Fund.
(b)To purchase, hold, sell or otherwise effect transactions in Securities (whether marketable or unmarketable) and other investments of
the Company.
(c)To incur indebtedness on behalf of the Company and the Fund.
(d)To guarantee indebtedness on behalf of the Company and the Fund.
(e)To loan money to any of the Members upon such terms and conditions as the Managing Members may prescribe.
(f)To deposit or hold Securities and other assets of the Company in the Company’ s name or in such street or nominee names as may be
determined from time to time by the Managing Members, at such
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securities firms, banks or depositories as shall be designated by the Managing Members. All withdrawals therefrom or directions with
respect thereto shall be made on the signature of either Managing Member.
(g)To provide management services or to designate an entity or entities to manage the Fund and to receive fees from the Fund and to
enter into an agreement or agreements with such an entity or entities upon such terms and conditions as the Managing Members shall
deem appropriate for the management of the Fund. Such an agreement or agreements may be entered into with firms or business
entities controlled by or comprised of either or both Managing Members or an Affiliate of either or both Managing Members.
(h)Generally, to perform all acts deemed by the Managing Members appropriate or incidental to the foregoing and to carry out the
purposes and business of the Company and the Fund.
4.2. Conversion of Status as Managing Member. Any Managing Member who has become a Non-Managing Member shall not
participate in the control, management and direction of the business of the Company or the Fund.
4.3. Liability of Members to the Company and the Other Members. No Member shall be liable to any other Member for honest
mistakes in judgment or for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests
of the Company, or for losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee,
broker or other agent of the Company; provided that such employee, broker or agent was selected, engaged or retained with reasonable
care. Each Managing Member and, with the consent of the Managing Members, a Non-Managing Member, may consult with counsel
and accountants on matters relating to Company affairs and shall be fully protected and justified in acting in accordance with the
advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care.
Notwithstanding any of the for egoing to the contrary, the provisions of this Paragraph4.3 shall not be construed so as to relieve (or
attempt to relieve) any person of any liability incurred (i)as a result of recklessness or intentional wrongdoing, or(ii) to the extent (but
only to the extent) that such liability may not be waived, modified or limited under applicable law, provided that this Paragraph4.3
shall be construed so as to effectuate the provisions hereof to the fullest extent permitted by law.
4.4. Restrictions on the Members.
(a)Except with the consent of the Managing Members or as otherwise specifically permitted by this Agreement, no Member shall
mortgage, encumber, pledge or otherwise dispose of his or her interest in the Company or in the Company’ s assets or property or enter
into any agreement as a result of which any other person shall have rights as a Member of the Company.
(b)No Member may buy from or sell to the Company any Securities without the prior written consent of the Managing Members
except purchases or sales explicitly permitted by this Agreement.
(c)No Member shall do any act in contravention of this Agreement or the Fund’ s Limited Partnership Agreement.
4.5. Additional Restrictions on Non-Managing Members.
(a)The Non-Managing Members shall take no part in the control or management of the affairs of the Company nor shall
Non-Managing Members have any power or authority to act for or on behalf of the Company as a result of this Agreement except as
2002. EDGAR Online, Inc.