Terms of the Partnership

Table Of Contents


Formation of the Partnership
Name
Definitions
Business of the Partnership
Names and Addresses of the Partners
Term
Business Office
Capital Contributions
Distributions
Allocations of Profits and Losses for Tax Purposes
Book of Accounts, Records, and Reports
Fiscal Year
Partnership Funds
Transfer of Partnership Interests and Voting
Management and Administration of Business
Dissolution of the Partnership
Winding Up, Termination, and Liquidating Distributions
Notices
Miscellaneous
Books of Account, Records, and Reports

Responsibility for Books and Records


Proper and complete records and books of account shall be kept by the Managing Partner in which shall be entered fully and accurately all transactions and other matters relative to the Partnership’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character, including a Capital Account for each Partner. The Partnership books and records shall be prepared in accordance with generally accepted circumstances in which the Managing Partner determines that another basis of accounting will be in the best interest of the Partnership. The books and records shall at all times be maintained at the principal place of business of the Partnership and shall be open to the inspection and examination of the Partners or their duly authorized representatives during reasonable business hours.

Reports to Partners

As soon as practical in the particular case, the Managing Partner shall deliver to every Partner:

(i) Such information concerning the Partnership after the end of each fiscal year as shall be necessary for the preparation by such Partner of his income or other tax returns.

(ii) An unaudited statement prepared by the Managing Partner setting forth, as of the end of and for each fiscal year, a profit and loss statement and a balance sheet of the Partnership and a statement showing the amounts allocated to or against each Interest during that year.

(iii) If feasible, on or before December 31 of each year, a statement setting forth projected Taxable Income or Tax Losses to be generated by the Partnership for the fiscal year.

(iv) Other information as in the judgment of the Managing Partner shall be reasonably necessary for the Partners to be advised of the results of operations of the Partnership.

Additional Reports

The Managing Partner may prepare and deliver to the Partners from time to time during each fiscal year, in connection with distributions or otherwise, unaudited statements showing the results of operations of the Partnership to the date of that statement.