infratrust 2 - Fondsvermittlung24.de

infrastruktur
ternational tax or other applicable laws, withhold and
remit such Withholding Tax directly to any applicable
government agency or other government authority having
responsibility for receipt and collection of such
Withholding Tax amounts. Any amounts withheld and
remitted by the Partnership to a tax authority shall be
treated as having been distributed to the Partner. The
Partners further agree, upon the request of the General
Partner, to execute and deliver such additional certifications,
statements, and information necessary for
the General Partner to satisfy its Withholding Tax obligations
under this section (including without limitation,
execution and delivery of either a U.S. federal
form W-9, Request for Taxpayer Identification Number
and Certification, or U.S. federal form W-8BEN, Certificate
of Foreign Status of Beneficial Owner for United
States Tax Withholding, from each Partner).
10.8 Disputes. Except with respect to matters as to
which the General Partner is granted discretion hereunder,
the opinion of the independent public accountants
retained by the Partnership from time to
time shall be final and binding with respect to all disputes
and uncertainties as to all computations and determinations
required to be made under Articles IX
and X hereof (including but not limited to any computations
and determinations in connection with any distribution
or allocation pursuant to a dissolution and
liquidation).
Article XI
MANAGEMENT OF THE PARTNERSHIP
11.1 Management. The General Partner shall conduct
the business of the Partnership, devoting such time
thereto as it, in its sole discretion, shall determine to be
necessary to manage Partnership business and affairs
in an efficient manner.
11.2 Powers of the General Partner.
(a) Except as otherwise provided in Article XIV (with
respect to certain Limited Partner approval rights), the
General Partner, to the exclusion of all Partners, shall
conduct and manage the business of the Partnership,
including, without limitation, the investment of the
funds of the Partnership. No Partner shall have the
power to transact any business for, represent, act for,
sign for or bind the General Partner or the Partnership.
Except as may be specifically provided otherwise in
this Agreement, no Partner, in his capacity as such,
shall be entitled to any salary, draw, or other compensation
from the Partnership. Each Partner hereby undertakes
to furnish to the General Partner such
additional information as may be determined by the
General Partner to be required or appropriate.
(b) In addition to and not in limitation of any rights
and powers conferred by law or provisions of this
Agreement and except as limited, restricted, or prohibited
by the express provisions of this Agreement, the
128 INFRATRUST 2 I Emissionsprospekt
General Partner shall have and may exercise, for an on
behalf of the Partnership and all Partners, all powers
and rights necessary, proper, convenient and advisable
to effectuate and carry out the purposes, business and
objectives of the Partnership and shall have and possess
the same rights and powers as any General Partner in a
limited liability partnership without other Partner formed
under the law of the State of Delaware, U.S.A.
(c) The General Partner shall have fiduciary responsibility
for the safekeeping of all funds and assets of
the Partnership, whether or not in the General Partner’s
immediate possession or control. Except as may
be specifically provided otherwise in this Agreement,
the General Partner shall not employ or permit another
to employ such funds or assets in any manner
other than for the benefit of the Partnership.
11.3 In exchange for all services rendered to the Partnership
as General Partner, the General Partner shall
be entitled to, and the Partnership shall pay, the following
fees and expenses to the General Partner (collectively,
the “General Partner Fees”):
(a) Liability Fee. In exchange for serving as the General
Partner of the Partnership, maintaining its capital
at risk for and on behalf of the Partnership, and
assuming responsibility for tax matters of the Partnership,
the General Partner shall be entitled to an annual
fee in the amount of Twenty Thousand U.S. Dollars
($20,000) (the “Liability Fee”). The Liability Fee for
the 2007 calendar year shall be payable by the Partnership
to the General Partner on or before [August
31, 2007]. For all subsequent calendar years, the Liability
Fee shall be paid by the Partnership to the General
Partner on or before [January 31] of each year.
(b) Management Fee. In exchange for its day-to-day
management of the Partnership and the Partnership
Property, the General Partner shall be entitled to a
monthly management fee (the “Management Fee”).
The Management Fee will be determined based on a
percentage of the Partnership’s Net Investment Value
for a given month, and shall be due and payable by the
Partnership to the General Partner no later than five
(5) days after the end of such calendar month. The
Management Fee shall equal the following amount (expressed
in U.S. dollars): (1) the total value of all Net
Investment Value for the calendar month, multiplied
by (2) a ratio, the numerator of which shall be one percent
(1%) and the denominator of which shall be
twelve (12) (i.e., the total number of calendar months).
(c) Expenses. The General Partner shall be entitled
to reimbursement of all reasonable, documented outof-pocket
expenses incurred for or on behalf of the
Partnership.
(d) Federal Income Tax Treatment. For U.S. federal
income tax purposes, the General Partner Fees shall
be treated as a guaranteed payment to the General
Partner within the meaning of Code Section 707(c).
11.4 Appointment of InfraTrust Management and Development,
LLC. The General Partner may negotiate
and, on behalf of the Partnership, enter into a master
development agreement, master services agreement,
or other written agreement with InfraTrust Management
and Development, LLC for the provision of Infrastructure
Assets to the Partnership, such agreement to
be upon such terms and conditions as the General
Partner, in its sole discretion, shall deem to be in the
best interests of the Partnership.
11.5 Investment Policies. The General Partner shall
determine and require all of the Partnership’s service
providers to follow such investment policies that the
General Partner in its sole discretion may develop from
time to time.
11.6 Additional Obligations and Responsibilities of the
General Partner.
(a) The General Partner may take such other actions
as it deems necessary or desirable to manage the business
of the Partnership, including but not limited to entering
into, executing and maintaining contracts,
agreements an any and all other instruments; doing
and performing all such things as shall be in furtherance
of the Partnership’s purposes or necessary or appropriate
for the conduct of the Partnership’s activities;
opening and maintaining bank accounts and depositing
into, signing checks and/or otherwise drawing
upon such accounts on behalf of the Partnership; depositing,
withdrawing, paying, retaining and distributing
the Partnership’s assets in any manner consistent
with the provisions of this Agreement; investing and
directing the investment and reinvestment of the Partnership’s
assets for management; and authorizing the
payment of distributions to Partners and expenses of
the Partnership. The General Partner shall be responsible
for preparing and filing in a timely manner all reports,
filings, and registrations required from time to
time by applicable regulatory bodies.
(b) The General Partner shall keep at the offices of
the Partnership such books and records relating to the
business of the Partnership as it in its sole discretion
deems necessary or advisable or as are required.
(c) The General Partner and its affiliates and its and
their officers, directors, principals and employees shall
not be liable, responsible or accountable in damages or
otherwise to the Partnership or to any of the Partners,
or their respective successors or assigns, except by
reason of acts of, or omissions due to, gross negligence
or intentional tortious misconduct and for not having
acted in good faith in the reasonable belief that such
Person’s actions were in, or not opposed to, the best
interests of the Partnership.