NOW, THEREFORE, IT IS AGREED:
1. Formation. The undersigned hereby form a Limited Partnership (the
"partnership") in, and in accordance with the laws of the State of
2. Name. The name of the partnership shall be:
3. Term. The partnership shall begin on
4. Purpose. The only purpose of the partnership is to invest the assets of
the partnership solely in stocks, bonds, and other securities for the education
and benefit of the partners.
5. Meetings. Periodic meetings shall be held as determined by the general
partners.
6. Capital Contributions. General and limited partners may make capital
contributions to the partnership at anytime and in such amounts as the general
partners shall determine.
7. Value of the Partnership. The current value of the assets of the partnership,
less the current value of the liabilities of the partnership (hereinafter
referred to as "value of the partnership") shall be determined on the last
business day of every month ("valuation date") or as determined by the general
partners.
8. Capital Accounts. A capital account shall be maintained in the name of
each partner. Any increase or decrease in the value of the partnership on
any valuation date shall be credited or debited, respectively, to each partner's
capital account in proportion to the sum of all partner capital accounts
on that date. Any other method of valuation of each partner's capital account
may be substituted for this method, provided the substituted method results
in exactly the same valuation as previously provided herein. Each partner's
capital contribution to, or capital withdrawal from, the partnership, shall
be credited, or debited, respectively, to that partner's capital account.
9. Management. Each general partner shall participate in the management and
conduct of the affairs of the partnership in proportion to the value of his
capital account. Except as otherwise determined, all decisions shall be made
by the general partners whose capital accounts total a majority of the value
of the capital accounts of all the general partners.
10. Sharing of Profits and Losses. Net profits and losses of the partnership
shall inure to, and be borne by all partners in proportion to the value of
each of their capital accounts.
11. Books of Accounts. Books of account of the transactions of the partnership
shall be kept and at all times be available and open to inspection and
examination by any partner.
12 Annual Accounting. Each calendar year, a full and complete account of
the condition of the partnership shall be made to the partners.
13. Bank Account. The general partners may select a bank or banks for the
purpose of opening bank accounts or to conduct such business as is necessary
to carry on the purposes of the partnership as is stated in paragraph 4.
Funds in the accounts may be withdrawn, by checks signed by any of the general
partners or by any partner as designated by the general partners.
14. Broker Account. None of the partners of this partnership shall be a broker.
However, the general partners may select a broker and enter into such agreements
with the broker as required for the purchase or sale of securities. Securities
owned by the partnership shall be held in the partnership name unless another
name shall be designated by the partnership. Any corporation or transfer
agent called upon to transfer any securities to or from the name of the
partnership shall be entitled to rely on instructions or assignments signed
by any general partner without inquiry as to the authority of the person(s)
signing such instructions or assignments, or as to the validity of any transfer
to or from the name of the partnership. At the time of a transfer of
securities, the corporation or transfer agent is entitled to assume (1) that
the partnership is still in existence, and (2) that this Agreement is in
full force and effect and has not been amended unless the corporation or
transfer agent has received written notice to the contrary.
15. No Compensation. No partner shall be compensated for services rendered
to the partnership except reimbursement for expenses.
16. Additional Partners. Additional limited or general partners may be admitted
at any time, upon the unanimous consent of all general partners, so long
as the number of limited and general partners does not exceed twenty-five
(25).
16A. Transfers to a Trust. A general partner may, after giving written notice
to the other general partners, transfer his interest in the partnership to
a revocable living trust of which he is the grantor and sole trustee.
16B. Removal of a Partner. Any partner may be removed by agreement of a majority
of the general partners. Written notice of a meeting where removal of a partner
is to be considered shall include a specific reference to this matter. The
removal shall become effective upon payment of the value of the removed partner's
capital account, which shall be in accordance with the provisions for full
withdrawal of a partner noted in paragraphs 18 and 20.
16C. Limited Partners. If any general partner establishes an IRA (under section
408 of the Internal Revenue Code), or Keogh, the trustee of such account
may be admitted to the Partnership as a limited partner. No limited partner
shall have the obligation or the right to participate in the management of
the Partnership or in Partnership decisions, and shall have no liability
with respect to partnership obligations, and the provisions of this agreement
relating specifically to general partners shall not apply to limited partners,
except as provided for in paragraph 16D. No limited partner may own more
than 50% of the value of all the general partners' capital accounts. General
partners are unrestricted in their purchase of partnership units. Limited
partners shall not have the power to grant the right to become a limited
partner to an assignee of any part of the partnership interest.
16D. Authority to Act. The general partners, by unanimous consent, may at
their discretion, grant to, or remove from, any or all limited partners,
the authority to act and participate in the management and affairs of the
partnership.
17. Termination of Partnership. The partnership may be terminated by agreement
of the general partners whose capital accounts total a majority in value
of the capital accounts of all the general partners. Written notice of the
meeting where termination of the partnership is to be considered shall include
a specific reference to this matter. The partnership shall terminate upon
a majority vote of all general partners' capital accounts. Written notice
of the decision to terminate the partnership shall be given to all the partners.
Payment shall then be made of all the liabilities of the partnership and
a final distribution of the remaining assets, either in cash or in kind,
shall promptly be made to the general and limited partners or their personal
representatives in proportion to each partner's capital account.
18. Voluntary Withdrawal (Partial or Full) of a Partner. Any partner may
withdraw a part or all of the value of his capital account in the partnership
and the partnership shall continue as a taxable entity. The partner withdrawing
a portion or all of the value of his capital account shall give notice of
such intention in writing to the Secretary. Written notice shall be deemed
to be received as of the last business day of the month in which it is presented.
In making payment, the value of the partner's capital account as set forth
in the valuation statement prepared for the previous month will be used to
determine the value of the partner's capital account.
The partnership shall pay the partner who is withdrawing a portion or all
of the value of his capital account in the partnership in accordance with
paragraph 20 of this Agreement.
19. Death or Incapacity of a Limited or General Partner. In the event of
the death or incapacity of a partner (or the death or incapacity of the grantor
and sole trustee of a revocable living trust, if such trust is a partner
pursuant to Paragraph 16A hereof), receipt of notice of such an event shall
be treated as notice of full withdrawal.
20. Terms of Payment. In the case of a partial or full withdrawal, payment
may be made in cash or securities of the partnership or a mix of each at
the option of the general partners. Where securities are to be distributed,
the general partners shall select the securities. In the case of a partial
withdrawal by the partner, payment may be made within 30 days of when the
written notice is deemed to have been received. In the case of a full withdrawal
by the partner payment may be made within 60 days of when the written notice
is deemed to have been received. When securities are transferred, the
general partners shall select securities to transfer equal to the value of
the capital account or a portion of the capital account being withdrawn (i.e.
without a reduction for broker commissions). Securities shall be transferred
as of the date of the club's valuation statement prepared to determine the
value of that partner's capital account in the partnership. The Club's broker
shall be advised that ownership of the securities has been transferred to
the partner as of the valuation date used for the withdrawal.
21. Forbidden Acts. No partner shall:
(a) Have the right or authority to bind or obligate the partnership to any
extent whatsoever with regard to any matter outside the scope of the partnership
purpose.
(b) Except as provided in paragraph 16A, without the unanimous consent of
all the general partners, assign, transfer, pledge, mortgage or sell all
or part of his interest in the partnership to any other partner or other
person whomsoever, or enter into any agreement as the result of which any
person or persons not a partner shall become interested with him in the
partnership.
(c) Purchase an investment for the partnership where less than the full purchase
price is paid for same.
(d) Use the partnership name, credit or property for other than partnership
purposes.
(e) Do any act detrimental to the interests of the partnership or which would
make it impossible to carry on the purpose of the partnership.
22. Risks Inherent to Investing. It is understood that any investment involves
a certain element of risk. By signing this agreement, you are stating that
you understand and accept these risks and agree not to hold the partnership
or any of the general or limited partners liable for any losses that can
or may occur.
This Agreement of Limited Partnership hereby declared and shall be binding
upon the respective heirs, executors, trustees, administrators and personal
representatives of the parties. The parties have caused this Agreement
of Limited Partnership to be executed on the dates indicated below, effective
on the date indicated above.
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