(d) takes any action,
or participates in any action taken by any other limited partner in the
partnership, for the purpose of enforcing the rights, or safeguarding the
interests, of the limited partner as a limited partner, or
(i) calls, requisitions, convenes, chairs,
participates in, postpones, adjourns or makes a record of a meeting of the
partners or of the limited partners or of any of them, or
(ii) requisitions,
signs or otherwise passes, approves, disapproves or amends any resolution
(whether at a meeting, in writing or otherwise) of the partners or of the
limited partners or of any of them, including without limitation by
formulating, moving, proposing, supporting, opposing, speaking to or voting on
any such resolution, or
(f) exercises a power conferred on the
limited partner by subsection (4) or has, or exercises, any right to--
(i)
have access to and inspect the books or records of the partnership or copy any
of them, or
(ii) examine the state or prospects of the business of the
partnership or advise, or consult with, other partners in relation to such
matters, or
(g) gives advice to, or consults with, or is or acts as an
officer, director, security holder, partner, agent, representative, employee
of or independent contractor engaged by an associate of the partnership, or
(h) is or acts as a
lender to, or fiduciary for, an associate of the partnership, or
(i) to the
extent authorised by the partnership agreement, participates on, or has or
exercises any right to appoint one or more persons to, or remove one or more
persons from, or to nominate one or more persons for such appointment to or
removal from, a committee which considers, approves of, consents to or
disapproves of any one or more of the following proposals from a
general partner--
(i) a proposal involving a material change in the nature of
the business of the partnership (including a change in, or departure from, any
investment guidelines, policies or conditions relating to the business of the
partnership),
(ii) a proposal for the adoption of a method for valuing some
or all of the assets of the partnership (including a change to, replacement of
or variation from such a method),
(iii) a proposal for an extension or
reduction in the period in which, under the partnership agreement, investments
(or certain types of investments) can be made by the partnership, or for any
approval or disapproval of investments that the partnership does not otherwise
have a right to make,
(iv) a proposal relating to any actual or potential
transaction or other matter involving any actual or potential conflict of
interest,
(j)
nominates, selects, investigates, evaluates or negotiates with any person in
connection with the removal or replacement of a general partner, or
participates on a committee which proposes, considers, approves of, consents
to or disapproves of any nomination, selection, appointment, change in control
or ownership, suspension, replacement or removal of a general partner or an
associate of a general partner, or
(a)
have access to and inspect the books or records of the partnership or copy any
of them, and
(b) examine the state or prospects of the business of the
partnership and advise, or consult with, other partners in relation to such
matters.
(5) The provisions of this section may not be varied by the
partnership agreement or with the consent of the partners, whether given by or
under the partnership agreement or otherwise.
(6) No
implication is to be taken as arising from subsection (3) that a
limited partner in an incorporated limited partnership is to be regarded as
taking part in the management of the business of the partnership merely
because the limited partner or a person acting on behalf of the partner does
any thing in connection with the conduct of that business that is not referred
to in that subsection.