Memorandum For the Partnership

Index


Introduction
Disclaimer
The Basics
Business of the Parnership
Thorougbred Racing and Breeding
Promotional and Supplemental Literature
Access to Information
Key Points of the Partnership
Glossary

Glossary

Terms used in this Memorandum shall have the following meanings. Terms used and included in this Glossary have meanings assigned to them and defined in the "Terms of the Partnership Agreement" in the Exhibit section of the Memorandum.

Anniversary Month: The month in which the Partnership is said to have originated.

Capital Account: The bank account that holds cash contributions, purse winnings, proceeds, and other money collected on behalf of the Partnership. All expenses, costs, fees, expenses, expenditures, and services incurred on behalf of the Partnership will be paid from the Capital Account.

Capital Contributions: 1. Money contributed to the Partnership to pay for an Interest(s) in the Partnership. 2. Money given by the Partners to offset the costs, expenses, and expenditures of the Partnership.

Cost, Expenses, and Fees: Charges incurred by the Partnership directly or indirectly related to the operation of the Partnership.

Expenditures: Charges incurred by the Partnership related to the promotion and/or celebration of the Partnership.

Fiduciary Duty: Responsibilities held in trust by one person (or persons) on behalf of the Partners. In the case of this Partnership, the Managing Partner.

General Partner: A person who provided Capital Contributions in exchange for an Interest or Interests in the Partnership.

Investment ("Subscription"): A portion of the Partnership that represents the percentage that a Partner owns.

Majority: More than half of the combined Partnership Interests

Managing Partner: The person responsible for organizing, monitoring, communicating, making decisions on the business affairs of the Partnership.

Memorandum ("Memo"): The document that summarizes the conditions, practices, and principles of the "Terms of the Partnership Agreement."

Mojo:  The word Mojo entered the English Language during the 19th Century. In the Caribbean, Mojo is a supernatural power used for such things as protecting one from evil or crossed conditions, drawing love, or bringing good luck or success in gambling and other money matters. In the United States, the word Mojo has taken on similar connotations, and is often chronicled by reggae, blues, and rock musicians for the sexual prowess some good Mojo will bring you. The most celebrated reference being by Muddy Waters in his jumping song “Got My Mojo Workin”.

Because it’s a perfect fit for the concept. The thoroughbred horse business isn’t easy, and one can get bummed out in a split second by the cold hand of racing reality. As such, the spirit of this group rests in our collective intellect, attitude, and will of all Partners.

Giving the people what they want, and doing everything possible to make sure everyone's experience as enjoyable as possible is the most important matter. The Mojo concept is a rather unorthodox method to break into the sport of kings; but it's better to be ourselves, have a lot of fun, and celebrate the Hell out of everything we do. Our name and the color of our silks are reflections of a culture that represents the freedom to participate; to enjoy each other's company; and to have fun at all levels. Mix in a little TLC, and I think we have a good formula for success.

Net Cash Flow: The difference between the revenues generated by the Partnership and the Cost, Expenses, and Expenditures paid.

Offering:  A particular Thoroughbred for which "Interests" will be made available (or are planned to be available) to current Partners and/or the general public.

Partnership: The collective body of Partners that owns the business.

Partnership Percentage: Total Investment divided by the total number of Investors.

Partner’s Statement: An outline that compares the Partnership’s financial position (Capital Account Balance, Costs, Expenses, Fees, and Expenditures) with the Partners Interest position. Unless otherwise amended, this Partnership will issue quarterly Partner’s Statements.

Proceeds: Money derived from commercial or fundraising ventures associated with the Partnership.

Purse: The money that is awarded to the owners of a Thoroughbred that is one of the top finishers in a race.

Reserves: Money held in the Capital Account to be used to offset the Partnership’s expenses, costs, fees, expenses, expenditures, and services.

Risk: The possibility of loss.

Syndicate: An association formed to transact business or to sell a portion of a business’ interest.
Terms of the Partnership Agreement: The binding document that spells out the rights, duties, and obligations of the Partners and Partnership pursuant to the Texas Statues, Business Organization Code for General Parnterships.

Thoroughbred: Technically, a thoroughbred must be able to trace its parentage back more than 250 years to one of the thre "founding sires" of the breed: either the Darley Arabian, the Byerly Turk, or the Godolphin Arabian. The thoroughbred must also have satisfied the rules and requirements of The Jockey Club and the International Stud Book Committee. (Any other horse, regardless of parentage, is not considered a thoroughbred for purposes of racing and/or breeding.)

Two-Year-Olds In Training:  Fillies and Colts that have had at least 90 days worth of training (i.e., galloping and initial racing preparation/training).  They are very close to being "raceable," perhaps a month from races that are specifically designated for Thoroughbreds that have reached the age of two-years-old.  

Yearling: A Thoroughbred that is one-year-old or hasn’t achieved it’s second year.