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URL:  http://boards.fool.com/heres-what-our-partnership-agreement-says-terms-27982775.aspx

Subject:  Re: withdrawals-quit or die?? Date:  9/23/2009  10:31 AM
Author:  NechesInvst Number:  7241 of 7258

Here's what our Partnership Agreement says:

Terms of Payment: In the case of a partial withdrawal, payment may be made in cash or securities of the partnership or a mix of each at the option of the partner making the partial withdrawal. In the case of a full withdrawal, payment may be made in cash or securities or a mix of each at the option of the remaining partners. In either case, where securities are to be distributed, the remaining partners select the securities.

Where cash is transferred, the partnership shall transfer to the partner (or other appropriate entity) withdrawing a portion or all of his interest in the partnership, an amount equal to the lesser of (i) ninety-seven percent (97%) of the value of the capital account in the partnership being withdrawn. Or (ii) the value of the capital account being withdrawn, less the actual cost to the partnership of selling securities to obtain cash to meet the withdrawal. The amount being withdrawn shall be paid within 10 days after the valuation date used in determining the withdrawal amount.

If a partner withdrawing a portion or all of the value of his capital account in the partnership desires an immediate payment in cash, the partners at its earliest convenience may pay eighty percent (80%) of the estimated value of his capital account and settle the balance in accordance with the valuation and payment procedures set forth in paragraphs 18 and 20.

When securities are transferred, the partnership shall select securities to transfer equal to the value of the capital account or a portion of the capital account being withdrawn (i.e. without a reduction for broker commissions).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.


The partner asking for a partial withdrawl will pay for the taxes at the end of the year, and your club accounting program will take care of that for you.

I think it would be good to ammend your Partnership Agreement to allow partial withdrawls, but if you do ammend, make sure that the new agreement is ratified by a true consensus of the partners.

Mike
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