EXHIBIT 3.02
SUPERFUND GOLD, L.P.
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement
(the “Agreement”) is made as of March 19, 2008, by
and among Superfund Capital Management, Inc., a Grenada corporation
(the “General Partner”), Roman Gregorig, as the initial
limited partner (the “Initial Limited Partner”) of each
series designated hereunder (each, a “Series”) and each
other party who becomes a party to this Limited Partnership
Agreement as an owner of a unit (“Unit”) of beneficial
interest in a Series and who is shown on the books and records of
the Partnership with respect to such Series as a limited partner
(individually, a “Limited Partner” and collectively,
the “Limited Partners”).
1. Formation; Name . The
parties to this Agreement have formed a limited partnership under
the Delaware Revised Uniform Limited Partnership Act, as amended
and in effect on the date of this Agreement (the
“Act”). The name of the limited partnership is
Superfund Gold, L.P. (the “Partnership”). The General
Partner has executed and filed a Certificate of Limited Partnership
of the Partnership in accordance with the Act.
2. Units of Limited
Partnership . The beneficial interest in the Partnership shall
be divided into an unlimited number of Units. The General Partner
may, from time to time, authorize the designation of the Units into
one or more Series. All Units issued hereunder shall be fully paid
and nonassessable.
3. Establishment of
Series . The Partnership shall consist of one or more separate
and distinct Series as contemplated by Section 17-218 of the
Act. The General Partner hereby establishes and designates the
following Series: “Superfund Gold, L.P. Series A”
(“Series A”) and “Superfund Gold, L.P.
Series B” (“Series B”). The General
Partner, in addition to being the general partner of the
Partnership shall be the general partner associated with each
Series designated and established hereunder. The Units of each
Series shall have the relative rights and preferences provided for
herein and such rights as may be designated by the General Partner.
The General Partner shall cause separate and distinct records for
each Series to be maintained and the Partnership shall hold and
account for the assets associated therewith separately from the
other Partnership property and the assets associated with any other
Series. Each Unit of a Series shall represent an equal beneficial
interest in the net assets associated with that Series.
All consideration received by the
Partnership for the issue or sale of the Units of a Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange, or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall be held and accounted for separately from the other assets of
the Partnership and of every other Series.
A particular Series shall be charged
with the liabilities of that Series, and all expenses, costs,
charges and reserves attributable to any particular Series shall
be
