Irving H. Picard v. Saul B. Katz et al

Filing 153

DECLARATION of DANA M. SESHENS in Support re: 143 MOTION in Limine TO BAR USE OF PREJUDICIAL PHRASE., 145 MOTION in Limine TO EXCLUDE STERLING STAMOS DOCUMENTS.. Document filed by Charles 15 Associates, Charles 15 LLC, Charles Sterling LLC, Charles Sterling Sub LLC, College Place Enterprises LLC, Coney Island Baseball Holding Company LLC, Estate of Leonard Schreier, FFB Aviation LLC, FS Company LLC, Fred Wilpon Family Trust, Arthur Friedman, Ruth Friedman, Iris J. Katz and Saul B. Katz Family Foundation, Inc., Judy and Fred Wilpon Family Foundation, Inc., Amy Beth Katz, David Katz, Dayle Katz, Gregory Katz, Howard Katz, Iris Katz, 157 J.E.S. LLC, Air Sterling LLC, BAS Aircraft LLC, Jason Bacher, Bon Mick Family Partners LP, Bon-Mick, Inc., Brooklyn Baseball Company LLC, C.D.S. Corp., Michael Katz, Saul B. Katz, Todd Katz, Katz 2002 Descendants' Trust, Heather Katz Knopf, Natalie Katz O'Brien, Mets II LLC, Mets Limited Partnership, Mets One LLC, Mets Partners, Inc., Minor 1 (REDACTED), Minor 2 (REDACTED), L. Thomas Osterman, Phyllis Rebell Osterman, Realty Associates Madoff II, Red Valley Partners, Robbinsville Park LLC, Ruskin Garden Apartments LLC, Saul B. Katz Family Trust, Michael Schreier, Deyva Schreier Arthur, See Holdco LLC, See Holdings I, See Holdings II, Sterling 10 LLC, Sterling 15C LLC, Sterling 20 LLC, Sterling Acquisitions LLC, Sterling American Advisors II LP, Sterling American Property III LP, Sterling American Property IV LP, Sterling American Property V LP, Sterling Brunswick Corporation, Sterling Brunswick Seven LLC, Sterling Dist Properties LLC, Sterling Equities, Sterling Equities Associates, Sterling Equities Investors, Sterling Heritage LLC, Sterling Internal V LLC, Sterling Jet II Ltd., Sterling Jet Ltd., Sterling Mets Associates, Sterling Mets Associates II, Sterling Mets LP, Sterling Pathogenesis Company, Sterling Third Associates, Sterling Thirty Venture LLC, Sterling Tracing LLC, Sterling Twenty Five LLC, Sterling VC IV LLC, Sterling VC V LLC, Edward M. Tepper, Elise C. Tepper, Jacqueline G. Tepper, Marvin B. Tepper, Valley Harbor Associates, Kimberly Wachtler, Philip Wachtler, Bruce N. Wilpon, Daniel Wilpon, Debra Wilpon, Fred Wilpon, Jeffrey Wilpon, Jessica Wilpon, Judith Wilpon, Richard Wilpon, Scott Wilpon, Valerie Wilpon, Wilpon 2002 Descendants' Trust, Robin Wilpon Wachtler. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H, # 9 Exhibit I, # 10 Exhibit J, # 11 Exhibit K, # 12 Exhibit L, # 13 Exhibit M, # 14 Exhibit N, # 15 Exhibit O, # 16 Exhibit P)(Seshens, Dana)

EXHIBIT F

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Lll'I!ITED PARTNERSHIP AGREEMENT

OF
STAMOS PARTNERS CAPITAL MANAGEMENT, LP

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9366945:1.3 .

CONFIDENTIAL INFORMATION
NH0000013

LIMITED PARTNERSHIP AGREEl.VlENT
OF ST Ai\1108 PARTNERS CAPITAL l\<lANAGEMENT, LP
TABLE OF CONTENTS .
ARTICLE I General Provisions .................................................... :........................•................. I
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
Section 1.05.
Seciion 1.06.
Section 1.07.
Section 1.08.

Partnership Name and AddresL ............................................................ l
Term ....................................................................................................... I
Purposes of the Partnership .................................................................... ]
Registered Office and Registered Agent.. .............................................. 2
The Partners ........................................................................................... 2
Liability of Partners ....... ,.......................................................................2
Fiscal Year ................... :........... ,.............................................................3
Transfers ofinterest ...............................................................................3

ARTICLE II Management of the Partnership .......................................................................... 3
Section 2.01..
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.

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Section 2.06.
Section2.07.
Section 2.08.
Section 2.09.

Manageme(lt Generally .........,.................................................................3
Anthmity of the General Partner............ , .............................................. .4
Reliance by Third Parties .......................... :............................................ S
Duties of Actively Engaged Limited Partners .......................................5
Covenant ofCllplidentiallcy; Non-Disparagement; NonSolicitation; Non-Competition .............................................................. .5
E;<culpation .........................., .................................................................. 7
lndemnification ......................................................................................7
Other Matters Concerning the General Partner ..................................... 8
.Expenses..................... ,.........·.................................................................. 9

ARTICLE III Capital Accounts ofPartners and Operation.Thereof .......................................9
Section3.01.
Section 3.02.
·section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3c07.
Section 3..08,
Section 3.09.
Section 3.1 0.

Definitions ..............................................................................................9
Capital Contributions ........................................................................... ! t
Capiial Accounts ........................., ........................................... ,............ !.!
Incentive Percentages; Management Percentages .................... ,.......... 12
Allocations ...........................................................................................13
Special Allocations ....................:..........:..............................................13
Liabilities ............................................................................. :............... 14
Allocation of Income and Loss.for Tax Pm:poses ................................ l4
Determination by the General Partner of Certnin. Matters ................... 14
Adjustments by the General Partnet to Take Account of
Interim Yenr Events ............................................................................. 15
Section 3.11. Management of Additional Funds ....................................................... 15

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NH0000014

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ARTICLE IV Loans to Partners; Compensation ofthe Partners; Withdrawal of
Capital by Partners; Distributions; Limitations on Distributions
and Withdrawals .............................................................................................. 15
Section 4.01. Loans to Partners .. ,............................................................................... IS
Section 4.02. Compensation of the Partners; Expenses ............................................. l5
S.ection 4.03 .. Withclrawa1s ...............................................................................:......... l5
Section 4.04. Distributions ........................... .-.......... ,................................................... 15
Section 4. 05. Limitation on Distributions and Withdrawals ...................................... i6
ARTICLE V Admission of Additional Piui:ners .................................................................... 16

Section 5..0 !. Admission ofAdditional or Substitute Partners ..............................:•.:... !6
ARTICLE VI Withdrawal, Reduced Interest, Death, Disability, Adjudication of
Incompetency, Dissolution or Bankruptcy ..................................................... 17
Section 6.01. Withdrawal, Reduced InterC$1, Death,. Disability,
Adjudicati~n oflncompetency, Dissolution or Bankruptcy
ofaPartner-'..................................... ,................................................... 17
Section 6.02. Rights of Reduced Interest Limited Partners ....................................... 18
Section 6.03. Payments to Withdrawing Partners ......................................................20
Section 6.03 .. Limitations on Distributions ................................................................ 21
ARTICLE VU ·Duration and Termination of the Partnership ................................................ 21
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Section 7. 0 I. Duration of Partnership ........................................................................ 21
Section 7.02. Term:ination ofPartnership ................................................................ ~.21
ARTICLE. VIII Tax 'Returns; Reports to Partners ................................................................. ??

Sec<ion 8.01.
Section 8.02.
Section 8'.03.
Section 8.04.

Filing ofTax.~etu.rns·..... ,............................................,......................... 22
Reports to Current and.l'ormer Partners ..............................................22
Tax Matters Partner............................................................. .-................. 22
B'ooksandRecords .............................................................................. 22

ARTICLE IX. Miscellaneous .............................:...................................................................23 .
Sectfon9.0!.
Section 9.02.
Section·9.03.
Section 9:04.
Section ').05.
Section 9.06.
Section 9.07.
Section 9.08.
Section 9.08.

93669-15.13

Genera! ........................................................... ~ .....................................23
Power of Attomey ................................................................................23.
Arnendments......................................................................................... 23
Choice ofLaw.....................................:.............:..................................23
Notices ....................................................................................... ,;........23.
Goodwill ..............................................................................................24
Treatment ofPayments ........................................................... :............24
Adjustment of Basis of .Partnership Property....................................... 24
Headings ........................................................................................... :.. 24

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CONFIDENTIAL INFORMATION
NH0000015

LllviiTED P ARTh"ERSHIP AGREE.tV!ENT OF
ST•
.O..i'vlOS PARTNERS CAPITAL lvL"u"'lAGEMENT, CP
Dated as of June 1.5, 2002
The undersigned (the "Partners", which term shall include any persons or entities
(each, a "Person") hereafter adinitted to the Partnership pursuant to Article V of this Agreement
and shaU exciude any Persons who cease to be Partners pursuant t() Article VI of this Agreement)
hereby agree to form and hereby form, as of June 3, 2002, the date of the filing of a Certificate of
Limite.d· Partoership with the Secretary of State o:f the State of Delaware, a limited partoership (the
"Partnership"), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership
Act (6 Del. C. § 17·1 01 ~ ~.), as aniended frOm time to time (the "Act"), which shall be
governed by, and operated pursuant to, the terms and provisions of this Limited Partnership
Agreement, dated.as ofJune 15, 2002 (this "Agreement").

ARTICLE I
General Provisions

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Section.l.D.l. Partnership Name and Address. The name of the. Partnership is
Stamos Partners Capital Management, LP. The Partnership engages in business under the mime SP
Capital Management, LP. The General Partner (as defined below) may change the name of the
Partnership or adopt such trade. or fictitious names as it may determine. The principal office of
the Partne.rship is located at $75 Fifth Avenue, 40"' F:loor,New York, New York 10017 or at such
other location as the General Partoer in the fUture may designate with notice to the other Partners.
Section 1.02. Term. The term of the Partnership began on the date ·the certificate
of limited partnership of the Partnership was filed, and shall continue until terminated as
provided herein.
Section !.03. Purposes of the Partnership. (a} The Partnership is organized for
the purpose of providing, directly or through subsidiary entities or joint. ventures, a full range of
investment adyisory and management services, and acting as an investment manager or
management company of one or more investment funds or other similar entities; including SP
Capital Ftmd I, L.P. (''Fund 1"), a Delaware limited partnersliip, SP· Capital Fund II, L.P. ("Fund
II"), .a Delaware limited. partnership, and other investment partnerships, limited liability companies
or similar investment vehicles that the General Partner or its affiliates may elect to foml (each such
investment ve4Jcle, a "Fund" and collectively, the "Funds"). The Partnership may also engage in
investment, trading. or financing acti;i.ties of all kinds (for its own account or the accounts of
otlmrs) and carry on any business relating thereto or arising therefrom, including entering into any
partnership, joint venture or other similar arrangement or oV.'lling interests in any entity engaged in
any of the foregoing activities..
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93669-15.13

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CONFIDENTIAL INFORMATION
NH0000016

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(b)
The Partnership shall have the power to engage in all actions, proceedings.
activities and transactions. that the General Partner may deem necessary or advisable in connection
witlfthe foregoin~ plli])Oses.

Section LD4. RegiStered Office and Re!!istered ·A!!ent. The address of the
registered- office of the Partnership in the State. of Delaware is c/o National CoiJiorate Research,
Ltd., 615 South-DuPont Highway, County of Kent, City of Dover, State of Delaware 19901. The
name and address of the registered· agent of the Partnership in· the State. of Delaware is National
Col]orate Research, Ltd,. 615 South DuPont Highway, County of Kent, City of Dover, State of
Delaware' 19901. Such office and. such agent may be changed from time to time by the General
Partner in· its sole discretion.
Section 1:os. The Partners. The general partner of the Partnership is Stamos
Partners Capital Management GP, LLC (the "General Partner"). The limited partners of the
Partnership-(the "Limited Partners") and the· General Partner are collectively referred to herein as.
the: "PartnerS." The·narnes, adclresses·and initial capital contributions of each afthe Partner& are set
forth in. a schedule entitled "Schedule of Partners!' (herein called "Schedule A"), whi<;h shall be
filed with the books and reco;ds ofthePartnershlp·at the Partnershlp's principal office (as set forth
in Section 1.01} and is .hereby- incorporated by reference.and made a part of this Agreement. Each
Limited Partner shall be designated by the General Partner as: a "Class A Limited· Partner" or a
"Class B Liinited Partner"~ For purposes of Sections. 3.04 and 6.02, Peter S. Stamos shall. be
. designated as the Special Class A Limited PartneJ'. and Saul B. Katz. shall be designated as the
Special, Class· B. Limited Partner,.and each of Mi-. Starnos.and Mi-. Katz shall serve in such.capacity
until ·such time as his interest in the Partnership is tenninated or· he is rendered unable to perform
his duties.liereundar by death; disabili1Y or inco<)lpetency. ln the. event that- eitlier Mr. Stamos or
Mr~ Katz withdraw~ from the Partnership or is unable to perform Iris duties as the Special Cla<s A
Limited: ·Partner or Special Class B. Limited Partner, respectively, the Limited Partners of the
applicable.clllss; other than any Reduced Interest Limited Partner (as defined in Section 6:01(a)) of
such class, shall, by majority· vote (in accordance·with the Limited.Partners' Incentive Percentages),
designate a LiinitedPartner of such class as the Special Class A Limited Partner or Special Class B
Limited Partner, as: applicable. Certain Limited Partriers·shallbe·designated by the General Partner
as "Actively Engaged Limited Partners". All of the foregoing designations shall be reflected· on
Schedule A.
As used in" ihis Agreement, the term "former Partner" refers to such Persons as
.hereafter from time to· time cease· to be Partner(s), whether voluntarily or otherwise, pursuant-to the
terms and pro.visions·oftlris Agreement.
Section 1.06. Liabilitv of Partnors. The Partners and former Partners shall be
liable for the nipayment and discharge of all debts and obligations of the Partnership attributable to
any fis-cal ye.ar· (or relevant portion. thereof) during which they are or were Partners of the
Partnership ouly to the extent of their respective interests in the Partnership in the fiscal year (or
relevant portion thereof) to wlllch any such debts and obligations are attributable.

(

The Partners and all former Partners shall share all losses, liabilities o_r expenses
sUffered· or incurred by virtue· of the operation of the preceding paragraph of this Section 1.06 in
the proportions of their respective interests in the Partnership for the fiscal year (or relevant portion
9366945.13

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CONFIDENTIAL INFORMATION
NH0000017

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thereof) to which any debts or obligations of the Parmershlp are attributable. A Partner's or former
Parmer's share of ali losses, liabilities or expenses· shall not be greater than his or itS interest in the
Partn~rshlp for such fiscal year {or relevant portion thereof).
As used in this Section 1.0.6, the ferrns "interests in the P_artnership" and "interest in
the Partnership" shall mean wifh respect to any fiscal year (or relevant' portion thereof) and wifh
respect to each Partner (or.foJliler Pllrtner) the Capital Account (as defined in Section 3.03) that
such Partner (or former Partner) would have received (or in fact !lid receive) pursuant to ·the terms
and provisions of Section 6.01 upon withdrawal from the Partnership as of the 'end of such fiscal
year (or relevant portion fhereof).
Notwithstanding any other provision in this Agreement, in no event shall any
Partner (iocludirig any Reduced Interest Limited Partner) or former Partner be obligated to make
any additional contribution whatsoever to the Partnership, or have any liability for the· repayment
and discharge ·of the debts and obligations of the Partnership (apart from his interest in the
Parmership); except that a Partner (includiog a Reduced Interest Limited Partner} or former Par)ner
In<lY be required by the General Partner, actiog in its sole discr.etion, for purposes of meetiog such
Partner's obligations under this Section· l ,06, to make .additional contributions or payments,
respectively, up to, but in no event in excess of, the aggregate amount of returns of capital and
other amounts actually received by llimfher from the Partnership during or after the fiscal year to
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which any debt or obligat1on is attributable.

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Section 1.07c. Fiscal Year. The fiscal year of the Pllrtnershfp (the "fiscal year'')
shall end on-December 31 of each year.
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Seetion 1.08. Transfers, of Interest. Except as. separately agreed to in writing, no
Partner shall h.ave the right to sell, assigo,. pledge, transfer or otherwise dispose of all or any part
of it~ interest i:p the Partnership with0ut the CQnsent of the General Partner, which consent may
be withheld in its sole· discretion. Each- Limi~ed Partner may assigo all or a portion of his/her
Interest in the Partnership (excluding the voting rights relatiog thereio, which shall remain with
such Lil)li!ed Partner) and all or a portion of hislhei: Incentive Percentage (as defined ih Section
3.04(3)) and Ills/her. Management Percentage (as defined in Section 3.04(b)) to a trost created for
the benefit of one or more or his/her parents, spouse or children or other persons or entities.
designated b;y such. Partner (a "Related Trust''). A Related Trust shall be admitted to the
Partnership as a non-voting Limited Partner. .AJiy purported sale, assignment, pledge, transfer or
other disposition of all or any part of. an· ioterest in the Partnership in contravention of this
Section L.08 shall. be null and void and of no force and effect.
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ARTICLE II
Management of the Partnership

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Section 2.01. Maoagement Generallv. Except as provided herein, the business
and affairs of· the Pllrtnership shall be carried on and managed exclusively by the General
Partner, or such other Partners or officers as :fi:om time to time may hereafter be designated by
the General Partner; who shall have full contrQ] thereof, and no other Partner shall take any part
whatsoever in·the management, operation or control. of the business ofthe Partnership.
93§6941.13

CONFIDENTIAL INFORMATION
NH0000018

Section 2.02. Authority of the General Partner. Except as other.,ise expressly
provided in thlsAgreement, the General Partner shall have the authority, on behalf and in the name
of the Partnershlp, to take any action or·make any decisions ·an behalf of the Partnershlp hereunder,
to carry out any and all of the purposes of the Partnership set forth in Sectio!]. 1.03 and to perfonn
all acts. and enter into · and perform all contracts and other undertakings whlch it fillY deem
neeessary or advisable or incidental thereto, including, without limitation, the power to:
(a)
manage and direct the business affairs of the Partnership, to do any
and all acts on behalf of the Partnership, and. to exercise· all rights of the Partnership with respect to
its interest in any other person, co!Jloration, partnership or other entity, .including, without
limitation,. the voting of securities, participation in arrangements with credi,tors,:the institution,
defense and settlement or compromise of suit< and administrative proceedings and other like or

similar matters;
(b)
acquire, own, lease, sublease, manage, hold, deal in, control or
dispose of any·interests or rights in real or personal property;
hlre, whether part"time or full"time, consultants, · attorneys,
(c)
·
accountants, appraisers and other advisers for the Partnership or fur a Fund;
(d)

open, trade· and otherwise conduct accounts with brokers and

dealers;

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(e)
open, maintain and close bank accounts and draw checks or ather
orders for the. payment of moneys;
(f)

borrow money or obtain credit from banks, or lending institutions or

(g)

make capital expenditures or incur any commitments· for capital

(b)

initiate any legal action for; or settle or release any claim involving,

(i)

enter into, amend or terminate anY contract;

any other person;
expenditures;

the Partnership;

(j)
direct the fo~wation of investment policies and strategies for, and
perform ·all other acts on behalf of, the Funds and any other clients for whlch the ·Partnership acts
·
. as investment manager, adviser or in other simifar capacities;
(k)
perform all acts on behalf of and exercise all rights. of the
Partnership in its capacity as investment manager or management company, as applieable, of the
·
Funds;

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(I)
do any and all ads on behalf of the Funds, and exercise all rights of
t!ie Funds, with respect to their interest in any person, finn, corporation or other entity, including,
\vithout limitation, the voting of interests in investment vehicles .in which the Funds may invest,
9366945.13

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CONFIDENTIAL INFORMATION
NH0000019

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participation in a:rrangements with. creditors, the instirution and settlement or ·compromi~e of suiu;
and administrative proceedings and other like or sirniJar·matters;
(m) . appoint Partners to serve as officers of the Partnership with such
tides and responsibilities as the General Partner in its sole discretiori.deems appropriate; and
(n)
authorize any P<!rtner, officer, employee or other agent to act for an\!
on behalf of the Partnership as to the· foregoing and ali matters pertaining thereto.

Section 2.03. Reliance bv Third Parties.. persons dealing with the Partn~rship. are
entitled to rely conclusively upon-the certificate of any Partner to the effect that such Partner is
then acting as a General Partner, and upon the power anti authority of the General Partrier as herein
set forth.
Section 2.04.. Duties of Activelv En~aged Limited Partners.
(a)
Each Actively Engaged Lintited Partrter shall perform such duties relating
to-the Partrtership and its investments as may be reasonably·assigned to him or her :from time. to
time by the General Partner.

(b)

Each Actively Engaged Limited Partq.er shall carry on his or her duties at

an office or offices of the Partnership or in such other location as shali be mutually agreeable to
such Actively Engaged Limited Partner and the General Partrter,

(

(c)
Each Actively Engaged Lintited Partrter agrees to perform his or her duties
hereunder diligently, faithfully· and loyally, and, unless otherwise pro'lided in writing by the
General Partrtcr, shall devote his or lier full business time and attention to the affairs of the
Partnership.

(d)
Each Actively Engaged Limited Partner shall observe the provisions ·
contained in any code relating to dealings ;ll securities and such other codes, policies, guidance
or statements which have been adopted. b:f .the Partnership or which Partners are required to
observe by law, by any recognized stock exchange or by any other regulatory body or authority.
Section 2.05. Covenant of Confidentialitv: Non-Disparagement:. Non-Solicitation:
Non-Competition.

(_

Prior to. the. withdrawal of a Partner :from the Partnership, aud thereafter
(a)
withou; limitation of time, such Partner shall not knowingly divulge, fiimisll or make available to
any third person,. without the prior written consent of the General Farther, any trade secrets or
other confidential information concerning the Partnership, any of its Affiliates (as clefmed below)
or any of their clients, .or any business of the foregoing, including, without linritation, (i)
information concerning the operations, systems, services, personnel and financial affairs of the
Partnership or any of iis Affiliates, (ii) computer software, forms, contracts, agreements,
literature or other documents designed, developed or written by, for, with or on behalf of the
Partnership, any of its Affiliates or auy of their clients and (iii) the identity of any clients of the
Partnership or its Affiliates or other information about such dients or their investments and
positions in any investment fund for which the Partnership or an Affiliate is a general partner (or
9.366945.13

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CONFIDENTIAL INFORMATION
NH0000020

acting in a similar capacity) or information about any investment fund advised by the Partnership
or an Affiliate. Notwithstanding the foregoing, nothing herein shall prevent a Partner from
responding to lawful subpoenas or court orders without the General Partner's. prior written
consent;. provided that such Partner shall have given the Partnership. prior written notice of any
such subpoena promptlY following receipt thereof.
"Affiliate", when used with respect to any Person, shall mean (a) any other P·erson
at the time· directly or indirectly contio!lfug, controlled by or tinder direct or indirect common
control with such Person, (b) any other Person of which such PerSon at the time owns, ot has the
· right to acquire, directly or indirectly, 10% or more on a consolidated basis of the equity or
beneficial interest of such Person, (c) any other Person which at the time .awns, or has the right to
acquire, directly or indirectly, 10% or more ofany class of the capital stock or beneficial interest ·
of such Person, (d) any executive officer, director, employee or other agent of such Person, and
(e) when used with respect to an individual, shall include a spouse, any ancestor at deScendant,
or any other relative (by blood, adoption or marriage), within the second degree of such
individual.
(b)
Prior to the withdrawal of a Partner from the Partnership, and thereafter
without limitation of time, such Partner shall not disparage or defame the Partnership, its
Affiliates, or current or former officers, directors, shareholders, partners or members of any of
them, in communications_ with investors, cliimts, potential clients, competitors, the media or
other persons with wb.om any of the above do business. or may· do business.

(

(c)
Prior to the withdrawal of a Partner from the Partnership, and for a period
of24 months thereafter, such Partner shall not, directly or indirectly, on behalf of such Partner or
any· other pefson, (i) so!icit,:induce or encourage the resignatiol) of any Partner or anY employee
of"the.Partnership or its Affiliates, or hire. any Partner or employee whom the Partnership or its
Affiliates employed at any lfme during the six mo!lth petiod preceding the withdrawal of such
Partner; ot (ii) in any way interfere or attertJpHo inter~re with the' telati6nship between tlie
Partnership, and.its: Affiliates· and any of their Partners .or employees.
(d)
Prior to the withdrawal ora Partner from the. Partnership, and for a period
of24 months. thereafter, such Partner shall not, directly or indirectly, on behalf of such Partner or
any other person, solicit the· business of, or provide services for, any client of the Partnership or
its Affiliates;. and prior to the withdrawal of a Partner, and thereafter. willioui limitation of time,
such Partner shall not in any way interfere or attempt ·to interfere with the relationship between
the Partnership and .its Affiliates and any ofth.eir clients. Notwithstanding the foregoing, from·
and after the withdrawal of a .Partner, such Partner may solicit the business of, or provide
ser\'ices for, such person's patents, spouse, children, siblings, parents-in-law, chil&en-in-law or
siblfugs-in-law.

(_ ..

(e)
·prior to the withdrawal of a Par.ner from tlie Partnership, and for a period
of 12 months thereafter, such Partner shall not Compete (as defined below) with the Partnership
or any of the Partnership's Affiliates. For purposes ofthis Agreement, the term "Compete" shall
mean to directly or indirectly, whether individually, as a director, partner, owner, employee,
consultant or agent of any btisiness, person or entity, or in any other capacity; other:tban on
behalf of the Partnership or an Affiliate of the Partnership, provide investment management,.
9366945.13

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CONFIDENTIAL INFORMATION
NH0000021

investment advisory or other services to ariy collective investment vehicle (domestic or foreign)
that is not registered as an open-end investment company under the Investment Company Act of
1949, as amended. A Partner ·that is subject to the 12-month non-competition provisions of this
.Section 2.05(e) shall notifY the Geneml Partner of the name and address of each business to
which he provides services during such 12-month period. Such notice must be provided promptly
following the date as of which such services commence. Notwithstanding the foregoing, in no
dent shall Ellen Haring be deemed to h~ve breached this Section ·2.05(e) by her engngement·in
the operations of her current investment advisory business and .her provision of investment
advisory services to ftmds. of funds that are currently her clients.
Section 2.06.

(

Exculpation.

(a)
No Partner (including the General Partner) or Affiliate (collectively, the
"Indemnified Parties") shall be liable to any other Partner or to the Partnership fur any_ acts or
omissions, unless such acts or omissions arise out of, or are attributable to, the gross negligence,
. willful misconduct or, bad faith of the Indemnified Party; nor shall any Indemnified Party be
liable til any other Partner or to the Partnership fur any action or inaction of any broker or other
agel;lt of the Partnershipj provided that such. btoker or ageiltyias selected, engaged onetained by
·such Indemnified Party .in accordance with the standard of care set forth above. Any
Indemnified Party may consult with counsel, accountants, investment bankers,. financial advisers,
a_ppraisers and other •-pecialized, reputable, professional consultants or advisers in respect of
Partnership affairs and be fully protected and justified in any action or inaction which is taken in
accordance with the advice or opinion of such persollS, provided that they shall have been
selected in accordance with the· standard of care set forth above.
(b)
Notwithstanding any of the foregoing to the contrary, the provisions ofthis
Section 2.06 shall not be construed so as to relieve (or attempt to relieve) the Indemnified Parties
<;>f any liability to· tl:!e extent (but only to !he "'-"tent) that such liability may not be waived, modlficd
or limited under applicable law, but shall be construed so ~ to effectuate the provisions of this
Section.2.06 to the· fullest. extent pennitted by law.
Sectioil2.07. fudernnification.
_
(a)
Each Indemnified Party shall, in accordance with this Section 2.07, be
indemnified and held hannless by the Partnership .from and against any and all losses, claims,
damages,. liabilities, expenses (illc]uding legal and other professional fees and disbursements),
jud&ments, fines, settlements, and otl1er amounts (collectively, the "Indemnification
ObligatiollS") arising from any and all claims, demands, actions; suits or proceedings (whether
civil, criminal, administrative or investigative), actual or threatened, in which such Indemnified
Party may be involved,. as a party or otlierwjse, by reason of such person's service to or on behalf
of, or management of the affairs of, the Partnership, or rendering of advice or consultation with
respect thereto, or which relate. to the Partnership, its proparties, business or affairs, whether or
not the Indemnified Party continues· to be such at the time· any such Indemnification Obligation is
paid or. incurred, provided thai such Indemnification Obligation resulted from action or inaction
of such Indemnified Party that did not constitute gross negligence, willful misconduct or bad
faith. The Partnership shall ilso indemnify and hold harmless an lnde=i:fied Party li:om and·
against any Indemnification Obligation suffered or sustained b~- such Indemnified Party by
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CONFIDENTIAL INFORMATION
NH0000022

reason of any action or inaction of any broker or other agent of the Partnership; provided,
however. that such broker or agent. was selected, ·engaged or retained by such Indemnified Party
in accordance with the stani!ard of care set forth above. The termination of a proceeding by
judgnierit, order, settlement, conviction· orupoll a: plea of nolo contendere. or its equivalent, shall
not, of itself, create a presumption that such Indemnification Obligation re,'lllted from the gross
negligence, Willful misconduct or bad faith of such Indemnified Party. Expenses (including legal
and other professional fees and disbursements) incurred in any ·proceeding will be paid by the·
Partnership in advance or" the :final disposition of such proceeding upon receipt of an undertaking
by or on behalf of such Indemnified Party to repay such amount if it shall. ultjmately be
determined that such Indemnified Party is not entitled to b~ indemnified by the Partnership as
authorized herew1der.
The indemnification provided by this Section 2.0T shall not be deemed to be
(b)
exclusive of any other rights to wbich each Indemnified Party may be entitled under any
agreement, or as a matter oflaw, or o~erwise, both as to a~tion in such lndemnified·Party's official
capacity and to. action in another capacity, and· sh111! continue as to such Indemnified Party wlio has
ceased to have an official capacity for acts or omissions during such official capacity or otherwise· ·
when acting at the request of the General Partner and shall inure to the benefit of the heirs,
''Uccessors and administrators of such Indemnified. Party..

C..

(c)
The General Partner shall have the power to purchase and maintain
insurance on behalf of each Indemnified Party, at the expe!llle of the Partnership, against any
liability wbich may· be asserted against: or incurred by them in any such capacity, whether or not
the Partnership would have the power to indelllDi.fy ·the Indemnified Parties against such liability
under. the provisions of this Agreement
(d)
Notwithstanding any of the foregoing to the contrary, the provisions of thls
Sec· 2.07 shall not be cqnstrued so as to pro>ide· for the indemnification of an Indemnified Party for
any liability to the, extent. (but only to the extent) that such indemnification wonld be in violation of
·applicable law or that such liability may not be waived, modified or limited· under applicable law,
but shall be construed so as to effectuate the provisions of this Section 2.07 to the fullest extent
pennitted by law.
Section 2.08. Other Matters Concerning the Partners.
(a)
Each Partner may rely, and shall be protecteli in acting or refraiulng from
acting, upon any resolution, certificate, stateme.nt, instnnn<m:t, opinion, report,. notice; request,
consent, order, bond, debenture or other paper nr document believed by himlher to be genuine and
to have been signed or presented. by tlte proper party or parties.

C,

(b)
In the sole discretion of the General Partner, the Partnership may enter
into ·supplementary· agreements with (i) one or more Partners regarding the· rights lllld obligations
of such. Partner(s) with respect to the Partnership and/or (ii) one or more employees of the
Partnership regarding the rights and obligations of such. employee(s) with respect to the
Partnership. Among other things, such agreements may provide for allocations and distributions
to a Partner, iricluding, but not limited to,. allocations and distributions to such Partnenfter such
Partner has become a Reduced Interest Limited Partner in accordance -with Section. 6~01. and/or
9366945".13·

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CONFIDENTIAL INFORMATION
NH0000023

{

bonuses and other compensation to such employees (each, a "Supplemeniary Agreement"). The
Partners acknowledge and agree that, in the event of any conflict between the tenus of such
Supplementary Agreements and ihe tenns of this Agreement with respect to the rights and
obligations of such ·signatory Partner, the. temts ofsuch Supplementary Agreements shall control.
Section 2Jl9. Exoenses.
(a)
The Partnership shall b.e responsible for paying, and tne General Partner
shall pay directly out of Parmership · funds, all reasonable costs and expenses incurred in
connection with the business of the Partnership, iricluding1 without limitation, any out-of-po_cket
expenses of the General Partner incurred in connection with the business of the Partneri!hip,
liability and other insurance premiums, expellSes incurred in the preparation of reports to the
Partners and any legal, accounting. and other professional fees and .;xpenses,

(
'··

(b)
Notwithstanding the provisions. of clause (a) above, it is rccogni2ed that
the Partners may fucnr certain business expenses whiCh, because· of their character, are not
susceptible to preciSe computation and accounting; This category includes certain personal
contact and entertainment eKpenses· which are very intportant to the Partnership!s business and
which are incurred by the Partners at their homes,. clubs and other· places of entertainment. Also
included are miscellaneous business expenses such a$ travel, telephone calls, taxis, tips, gifts,
etc., which are intenningled with the Partners' persoiml expenses. Instead of charging such
expenses to the Partnership, with the resulting uncertainty as tb itetns and amounts, the Partners
agree to bear certain of such expenses out of their own funds. and shall not be entitled to
reimbursement for such expenses. The distri~utive shares ofPartaershlp ~come provided for in
this Agreement have been established beanng fu mind. the· fact that u1e business expenses
described herein are to be borne by the· Pru;tners individually, This Section 2.09(b) shall nor be
cot1!3trued to be in derogation of the Partnership's right to reimburse' the ·General Partner or any
other Partner for reasonable expenses incurred by them in connection v.ith. the business of the
.Partnership ptirsuant to Section.4.02.

ARTICLE ill
·capital. Accounts ofPartners
. and Opemtion Thereof
Section ~.01.. Definitions. For purposes of this Agreement, the following tenus
shall be defined as set forth herein:
(a)
"Accounting Period" means a period (i) the .first dayof which is (A) the first
business day of each calendar quarter, (B) the date on which there are contributions to the capitai
of the Partnership· or any material amount is credited to a Capital Account (determined as provided ·
herein) other than on a Jlli! rata basis or (C) such other date deemed appropriate by the General
Partaer; and (u) the l!!!;t day of which is (A) the day prior to the commencement of any Accounting
Period, (B) the date. on which there ai:e withdrawals or distributions from the capital of the
Partnership or any material amount is debited to any Capital Account other than on a Jl!:Q rata basis
or (C) such other date dee!I)ed appropriate by the General Partner.
(b)
9366945.1:3

"Code" means the internal Revel)ue Code of 1986, as amended.
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CONFIDENTIAL INFORMATION
NH0000024

(c)

"Current Fees" means the Current Incentive Fees and Current Management

Fees.

(d)
"Current Incentive Fees" means any amount of, the Incentive Fees, the
receipt of which is net deferred pursuant to the Deferred Fee Agreement, reduced by any exporuies
reasonably allocated thetcto by the General Partner..
(e)
"Curtent Management Fees" means any amount of the Management Fees
the receipt of which is not deferred pursuant to the Deferred Fee Agreement. reduced by· any
elqlenses reasonably allocated thereto by the General Partner.
(f)

"Deferred Fee Agreement" means an agreement bel:\veen the Partnership

and a Fund pursuant to which the Partnership elects to defer all or a portion of the Incentive Fees
ill!dlbr the Management Fees.
(g)

"Deferred Fees" means any amount ofincenth•e Fees and/or Management

Fees, the receipt of which is deferred puxsuant to the Deferred Fee Agreement, reduced by ·any
expenses reasonably allocated thereto by the General Partner.
(h)
·"Deferred Income Plan" means the Partnership's Deferred Income Plan,
dated
.--"' 2003, pursuant to which, the Partners ofth~ Partnership may elect to defer the
receipt.of all or a portion of the· share of the In~entiveFees and/or the Management Fee.:; to which
·they may be entitled.
·

(

(i)
The occurrence of a "Forfeiting Event" with respect to a particular Partner
shall mean that snch Partner (i) has committed an act of fraud, dishonesty, misrepresentation or
b~;each oftrust;.(ii) has· been convicted of a felony or any offense involving moral turpitude; (iii)
bas bee!) found by any U.S. regulatory body or self~regulatory o.rganization to have, or haS
entered into a consent decree determining that he or she has, violated any U.S: regulatory
reqpirement or a rule of a selfregulatory organization; (iv) has, in· the capacity of an .executive;
employee or Actively Engaged Limited Partn~ oft\le Partnership or an ,Mfiliate; committed an
act ·constituting gross negligence or willful misconduct or othe!'Wise has had his or her
employment with or ownership· interest in the Partnership or an. Affiliate terminated for cause;
(v) has violated in any material respect this Agreement or any ather agreement 'vith respect to
the Partnership or its Affiliates; or (vi) ·has vol\mtarily 'vithdrawn from the Partnership, other
than pursuant to Section 6.0!(a),

G)
"Incentive Fees" means the incentive or performance ·based fees payable to
the Partnership by any Fund. domiciled outside of the United States puxsuant to an 'Investment
Management Agreement bel:\'~<len the Partnership and such. Fund (each, an ".ln>'estment
Management Agreement").
·
{k)
"lVfanagcment Fees" means the fixed, asset based management fees payable
to the Partnership by the Funds puxsuant to the limited parmership agreement of a Fund domiciled
within the United States or an Investment Management: Agreement.

0)
"Net Income or Net Loss", as appropriate, means, for any Accounting
Period, the taxable income or rax Joss of the Partnership for su<;h period for Federal income ta;<:
9366()45.13

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CONFIDENTIAL INFORMATION
NH0000025

(

pll!Jloses as determined by the Partnership's independent public accountants taking into account
any separately stated itel;lls, increased by the amount of any tax-exempt income of the Partnership
during such period and decrea5ed by the amount of any Code Section 705(a)(2)(B) expenditures
(within the meaning of Treasurv Regulation Section L704-l(b)(2)(iv)(i)) of the Partnership;
provided, however, that Net.lnc~me or Net Loss of the Partnership shall be computed without
regard to the amount of any items of income .1hat are atlributable to Current Fees and Deferred
Fees; or any items of gross income, gain, loss or deduction special!y allo.cated pursuant. to Section
3.06. In the event that the Capital Accounts· are adjusted pursuant to Section 3,03(b), the Net
Income· or Net Loss of the Partnership (and the constituent items of income, gain; loss and
deduction) realized thereafter shall be· computed in accordm1ce with ·the· principles of Treasury
RegulatioPS Section 1.704-l(b)(2)(iv)(g).
"Sec-tion 704(c) Property" means any Partnership property that is revalued
(m)
pursuant to Section 3.03(b) of this Agreement it the rair market value of such property differs from
its .adjusted basis as of the date of such revaluation.
Section 3. ..02. Capital Contributions, (a) The initial capital contribution of each
Partner to the· Partnership is set forth in Schedule A hereof.
(b)
The. Partners may make additional capital contribntions to the Partnership at
5uch times and in such amounts as shall b~ detennined by the General Partner·in its sole discretion.

(
·,..

The Partuers,sha!l not bave any obligaljon to the ~artnerShip or to·any other
(c)
Partner to restore any negative balance in the Capital Account of such Partner. No interest shall be
paid. by the Partnership on any capital contributions.
Section 3 .03. Capital Accounts. (a) There shall be established for each Partner on
the books of the Partnen!hip a capital account(;, "Capital Account"), which shall be D;laintained and
adjJ.ISted as provided in iu:tic!e ill. The Capital Account of a Partner shall be credited with (i} the
amount of all cash capila! contributions by such Partner to the Partnership and (ii) the fair market
value ofany p~;operty contributed by·sucji Pa;tller to the P'!fl!l.ership (net of any lia)>ilities secured
by· such property· that the P.artnership is considered to assume or take· subject. to under Section 752
ofthe Code). The Capital Account of a Partner shall~ be credited with any amount credited io s.ucn
Partner pursuant to, Sections 3.05 and 3.06, and debited by (i) the amounts debited to such Partner
pursuant to Sections 3.Ci5 and 3.06, (ii) the amount of any cash diStributed to such Partner pursuani
to Sections 4.03 and4.04 and (Hi) the fair mat!<;et value of any asset distributed in kind to such
Partner pursuant to· Section 4.04(e) (net of any liabilities secured by such asset that such Partneds
considered to assume or take subject to· under Section 752". of the Code). The Capital Accotmt of
each Partner also shall be, adjusted appropriately to reflect any· other adjustment required pursuant
ta T!easuryRegu!l\tion Section 1.704-l or 1.704-2.
Upon the occurrence of any event SPecified in Treasury Regulation Section
(b)
1.704-l(b)(2)(iv)(f), the General Partner may cause the Capital Accounts of the Partners to be
adjJ.ISted to reflect the fair market value.of1he Partnership's assets. at such time (as determined by
such General Partner in its .sole- discretion) in accordance with such Regulation.

(
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CONFIDENTIAL INFORMATION
NH0000026

(

Section 3 .04. Incentive Percentaees: ManaQ:ement Percemages.

(a)
The "Incentive Percentages" of: (i) the Class A Limited Partners shall be as
set forth in the Schedule and may be modified by the Special Class A Limited Partner at any time
and from time to time during a fiscal year or, with respect to any fmcal year, within 45 days after
the end. of such fiscal year; provided. however, that the· Incentive Percentage of any Class A
Limited Partner whose interest in :the Partnership is terminated in acc()rdance with Section 6.01
.shall be reallocated, in the sole discretion of the Special. Class A Limited P.artner, among any
remaining Class.A Limited Partners or, if no Class A Limited.Paitners remain in the Partnership,
·---~ .. ,. ....... among -ihe.remaming Class B Limited Partners in the ·sole discretion of the Special Class B
Limited Partner; provided, further, that any such reallocations shall he subject to' the col)tinuing
· .-.. - __...
· interest ofany Reduced Interest Class A Limited Partner (as defined in Section 6.01 (d)) pursuant
to a Supplementary Agre.<;ment in accordance with. Section 6.02(a); and (ii) the Clnss B Limited
Papners shall be as set forth in the Schedule and may be modified by the Special Class B Limited
Partner at any. time and -from time to time during a fiscal year or, with- respect· to any fiscal year,
within 45 days a:fter1he end of such fiscal year;· provided, however, that the Incentive Percentage
of any.Cinss B Limited Partn~r whose interest in the Partnership is terminated:in accordance with
Section 6.01 shall be reallocated, in the sole· discretion of the Special Class B Limited Partner,
among any remaining Class B Limited Partners or, ifno Clnss B Limited Partners remain ·in the
Partnership, among 1he ·<emaining Class A Limited Partners in the..sole discretian of'the Special
Class A. Limited Partner; provided, further, that "any such reallocations shall be subject to the
continuing interest of any Reduced Interest Class- B Limited Partner (as defined In· S·ection
(
6.0l{d)) purnuant to \'Supplementary Agreement in accordance with Section 6.02(a). The sum
·
ofthe Incentive Percentages of all of the Limited.Partners shall equallOO percent. ·
(b)
The "Management Percentages".of: (i) the Class A Limited Partners-shall be
as set forth in the Schedule and may be modified by the Special Clas.s A "Limited Partner at. any
time and from time to time dl,lring a fiscal year or, with respect to any fiscai year, 'vithin. 45 days
after tlie en.d of such fiscal year;. provided. ·however, that the Management Percentage of any
Class A 'Limited. Partner whose interest in the Partnership iS terminated .in accordance with
Section 6.01 shall be reallocated, in the sole discretion of" the, .Special C.lass A Limited Partner,
.among· any remaining Class· A Limited Partners or, if no Class A Limited Partners. remain in the
Partnership, among the remaining Class B Limited Partners in the sole· discretion. ofthe Special
Clnss B L.imited Partner; provided, further, that any such reallocations shall be subject to: the
continuing· int\)rest of any Reduced lnterest CIJJSS A Limited Partner pursuant to.a.Supplementary
Agreement in accordance with Section 6~02(a); and (ii)·the Class B Limiied Partners shall be as
se.t forth. in the Schedule and may be modified by the Specia! Class.B Limited Partner at any time
and from tinie to time during a fiscal year or, with respect to any fiscal year, "~thin 45· days after
the end ot such fiscal year; provided, however, that the Management Percentage of any Class B
Limited Pilrtner whose interest in the Partnership is terminated in accordance with Section 6.0 I
shall be reallocated, in the sole d.iscretion of the Speci«! Cl;15.5 :S .Limited Partner, among any
remaining Class B Limited Partners or, if no Class B Limited Partners remain in the Partnership,
among the remaining. Class A Limited Partners in the· sole discretion of the. Special Class A
Limited Pat\ner;. provided, further, that any such reallocations. shall be subject to the continuing .
. interest of any Reduced Interest Class B Limited Partner pursuant to a Supplementary

936694S.JJ

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CONFIDENTIAL INFORMATION
· NH0000027

Agreement in accordance with Section 6.02(a). The sum of the Management Percentages of all of
the. Limited Partners shall equal 100 percent.
Section 3.05. Allocations. As of the close of business on the last day of the
relevant Accounting Period, subject to Section 3.06 hereof and. the last sentence of this Section
3.05, allocations to the Partners shall be ma:de asJollows:
(a)
Current fucentive Fees shall be credited to tl1e Capital Accounts of the
Partners in accordance with.theit Incentive Percentages a:s of the. last day of the Accounting Period
of which such Current Incentive· Fees were earned, such Iilcentive Percentages to be
appropriately adjusted to take into account any amount of Incentive Fees, the receipt of which is
deferred by a Partner under the applieable provisions of a Deferred Fee Agreement and!or a
Deferred Income Plan.

... .as

(b)
Current Management·Fees ·shall be. credited to the Capital Accounts of the
Partners in accordance with their Management Percentages as of the last day of the Accounting
Perio.d a5 of which such Current Management Feeo were earned, such Management Percentages to
be .appropriately adjusted to take into account an.)" amount 0f.Management Fee~, the receipt of
which is deferred by a Partner under the applicable provisions of a Deferred Fee Agreement and/or
a Deferred Income Plan.

(

(c)
Defeued Fe.es shall be credited to the· C~pital Accounts of the Partners in
accordance. with the allocation· of such Deferred Fees under the applicaDie provisions of a Deferred
Fee Agreement and/or a Deferred· Income Plan.
(d)

Net fucome or Net Loss shall be, credited or· debited to ·the. Capital Accounts

of all Partners ·in. accordanCe· wi~ theh; Jn~entive Percentages as-of that date.

_
_
Notwithstanding the foregoing, any taxes (such as the New York City
Unincorporated Business Ta."<) which are paM b:( the Partnership with reSpect to Current Fees, .
Deferred Fees, or. any item of Net Income allocable to one: or·more Partners shall be debited to ·the
Capital Accounts of such Partners to reflect equitably such Partner's proponionate share of such
ta."<eS.

Section3.06. Speeiar Allocations. (a} Section 704(b} Allocation Limitations.
Notwithstanding Section 3.05, special, allocatioos of income and g~in or specific· items of income.
or gain may be specially allocated for any fiscal year (or other period) as follows:

(i)
Minimum Gain Chargeback. The Parinershlp shall allocate items of
income and gain among th~ Partners at such times and in such amounts as necessary to satisfY the
minimum gain chargebackrequirements of Tre.Sui:{.Regulation Sections l.704-2(f) and 1.7042(i)(4).
(ii)
.Qualified Income Offset. The Partnership shall specially allocate
items of income and gain when and to the extenfreqpired to satisfY the "qualified income offset"
requirement witlrin the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(d).

(
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CONFIDENTIAL INFORMATION
NH0000028

(b)

Allocations in Liguidaticin or Upon Sale.

(i)
Notwithstanding :any provision in Sections 3.05 or 3.06 (other than .
3.06(b)(ii)) to the contrary, in tli.e event that the.Partners)lip sells. or otherwise disposes of all its
noncash asseis or any other event o.ccurs that will lead to a liquidation. of the Partnership, then
Current Fees, Deferred fees· and Net Income. o; Net Loss (and, if necessary, the constituent items
of income, gain, loss :and deduction) shall be specially allocated among the Partners as- required to
cause liquidating distributions under Section 4.04(d)·to be equivalent to the distributions thnt
would have occurred had Sections 4.04(a), 4.04(b) and 4.04(c) been the operative provisions.
Upon the sale of all or substantially all of the assets of the Partnership, the
(ii)
Gener.rl Partner sha!r specially allocate· ·proceeds of such sale among the PartnerS (including
Reduced Interest Limited Partners). in accordance with any separate written agreement between the
Partnership and such Partner or, to theo extent there is no such agreement with respect to a Partner,
in the sole discretion of the General Partner.
·
(c)
AdjUstment ofAllocations. ih the eveat that :the General Partner reasonably
determines that the allocations otherwise reqtiired pursuant to Section 3.05 or 3.06· would not
properly reflect the economic arrangement of the Pariners or would otherwise cause any
jneq'!itable or oneroll!? r~sult f<lr any Partners, then, notwithstanding any provision in thi.s
Agreement to the contrary, the G~neral Partner may adjust such alloC3otions in such manner as the
General: Partner reasonably determines to· be requited to. prevep.t S\)ch r.,'ll]t..

(
'-··

Section 3.07. Liabilities. · Liabilities shall be determined in accordance with
generally accepted accounting· principles applied on,a~onsiStent basis; proVided, however, that the
General Partner, in its sole discretion, may proVide reserves. for estimated accrued expenses,
liribilities Or contingencies, whether or not in· acc'?rdance with generally accepted accounting.
principles.
Section 3..08. Allocation of Income and Loss for Ta.x Purposes. The Partnership's
ordinary income and losses, capital gains and losses and o:ther items as determined for Federal
·income' ta:x purposes (and each item of income, gain, .loss or deduction entering· into . the
computation thereof) shall be allocated to the· Partners in the same proportions as. the. corresponding.
"book" items are allocated pursuant to Sections 3.05 :and 3.06. Notwithstanding the foregoing
sep.tepce, Federal inco171e tax items. relating to !lllY Section 704{c) Property shall be allocated
among the Partners in ac.cordaD.ce with the· principles Of Section 704(o) ofthe Code and Treasury
Regulation Sections l.704,l(b)(2)(iv)(f) and (g), I.704-l(b)(4)(i) and 1.704-J(e), to take. into
account the difference between. the fair market value and the. tax. basis. of such Section 704(c)
Property as· of the date of its revaluation pursuant to Section 3.03(b) of this Agreement Items
described in this Section 3.08 shall neither be credited nor charged to the Partners' Capital
Accounts.
·
Section.3.09. Determination by the Genera[ Partner of Certain Matters. Al!
·matters concerning valuations and the· allocation of. ta.xable income, deductions, credits, Current
Fees, Deferred Fees and Net Income or Net Loss among the Partners,. including taxes thereon and
accounting procedures, and the' operation of Sections 3.1! and 9.07 hereof not expressly provided
9366945.13

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CONFIDENTIAL INFORMATION
NH0000029

(

for by the terms of this Agreement, shall be equitably detexmined in good faith by the General
Partner, whose determination shall be final, conclusive and binding as· to all of the Partners.
Section 3.1 0. Adjustments by the General Partner to Take Account of Interim
Year Events. In the event that a Partner sruill. be admitted to, or shall withdraw from, the
Partnership other than at the end of the Partnership's:fiscal. year; allocations among the Partners and
accounting procedures shall be equitably detennined in good faith by.the. General Partner, whose
determination shall be final, conclusive aod binding as tao all ofthe:PaFtners.
In the. event that the
Section 3.11. Manai!ement of Additional Funds.
Partnership becomes ao: investment manager or a management company of one or more
investment' funds in addition to Fund I and Fund II, or becomes the investment manager for one
or more maoaged accounts, the General Partner shall apply the principles of ArtiCle· Ill and
Section 4.04, insofar as such principles affect (i) Incentive Percentages and allocations of
Current Fe.es and Deferred Fees and (ii) withdrawals aod distributions. from Capital Accounts in
respect of such items, on a separate basis with respect to each investment fund. or managed
account in which the Partnership is: ao in.vestment manager. ·

ART!CLEIV
Loans to Partners; Compensation of the
-PartJ,lel;S; Withdrawal. of Capital by
Partoers; Distributions;
Limitations on Distributions and Withdrawals

(

....... _

Section 4.01. Loans to Farmers. Without the consent of the General Partner,
whose:.consent-may be withheld in its sole. disctetion, the Partnership shall not make loans to any
Partner.
Section.4.02. Compensation of the Partners:. ExPenses. In the soli' discretion
General Partner,. or as provided in a separate· written agreement, the· Partnership may make a
guaraoteed payment or enier into· other compensation arr<l!lgements. with any .Partoer; provided;.
that such payment or other. compensation shall not reduce the Incentive Per~ntage or Management
Percentage of such· Partner, nor the aggregate Incentive Percentages or Maoagement Percentages of
the class of Partners to which such .Partner belongs, as a Partner under this Agreement unless
.otherwise expressly agreed by such Partner or such class; as applicable> and the Partnership shall
reimburse the General Partner and any .othel' Partner for· reasonable expenses incurred by them in.
connection with the business .of \be· Partnership.
Section 4.03. Withdrawals. Without the consent of the General Partner, which
consent may be withheld in its sole discretion, no PaFtner may withdraw capital from the
Partnership ..

(

Section 4.04. Distributions. Distributions· shall be made to the Partners at the
times aod· in the amounts determined by the General Partner. Such distributions shall be made as
follows:
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CONFIDENTIAL INFORMATION
NH0000030

(

(a)
All amounts; if any, available for distribution which are attributable to
Current Fees shall j>e distributed- to the Partners in accordance with their respective Incentive
Percentages and Management Percentages, as applicable, such Incentive Percentages and
!Vfanagement Percentages to be· appropriarely adjuSted to take into account any amount of Incentive
Fees and· Management Fees, respectively, the receipt of which is deferred by a Partn~r under the
applicable provision~ or a Deferred Fee Agreement and/or· a Deferred Income Plan.

(b)
All amounts available for distribution which are attributable to Deferred
Fees sqall be. distributed to each Partner In accordance 'with such Partner's interest ther:ein, as
determined i1,1 accordance with the payment or allocation of such amount under the applicable
provision of a Deferred. Fee Agreement and/or a Deferred. Income Plan.
(c)
All other amounts available for distribution shall be distributed to the
Partners in accordance·with their respective. Incentive Percentages.
(d)
Notwithstanding any other pro\<ision In this Section 4.04, all amounts
distributed' in connection. With a. liquidation of the .Partnership or the. sale or ~ther disposition ofall
or· substantially ·all of the assets of the Partnership that leads to a liquidation ofthe.Partnership shall
be distributed to the Partners in accordance 1vith,. and In proportion to, their respective Capital
Account bal.ltnces, as. adj)lSted. for all Partnership operations· up to and including. the date of such
distribution and af!er taking into account any adjustments pursuant to Section.3.06(b)(ii).
(e)
At the sole discretion of the Gentiral Partner, the Partnership may distribute
any .assets in kind. If cash .and· property are. to be distribu.ted in kind simultaneously, the
Partnership· shall distribute such cash and property in kind in the, same proportion to each Partner,
unless Qtberwise determined by the General Partner. For purposes of determining amounts
distributable to the, respective .Partners· under this Section 4.04, any propetty to be distributed in·
kind shtill have the value assigned to such property. by the General Partner, and the· amount ofNet
Income or Net Loss that would have been realized had. such assets been sold at their fair market
value sha,ll be a.llocated to the'Capiial Acco:unts of the Partners pursuant to Sections 3.05 and 3,06
of this Agreement ·immediately prior to such distribution.
·
Section 4.05. Limitation on Distributions and Withdrawals. DistributionS and
penuitted withdrav.:als are subject to the provision. by the Partnership for (i) all Partnership
liabilities in accordance ·with the .Act and (ii) ·reserves for 'liabilities' taken in ·accordance with
Section 3.07 hereof. The unused· portion of any cash reserve. shall be distributed, with interest at
the prevailing savings bank rate for Unrestricted deposits from time to time in effect in New York, ·
New Yorl<;; as• determined by· the General Partner, after the General Partner has determined that the
need: therefor shall have ceased.

ARTICLE¥
Admission of Additional Partners
Section 5.01. Admission of Additional or Substitute Partners. The General
Partner may at any' time admit one or more new Partners, subject to the·condition that each such
new Partner shall execute an appropriate supplement to this Agreement, substantially in the form
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CONFIDENTIAL INFORMATION
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attached hereto, pursuant to which he/she agrees to be bound by the terms and provisions hereof.
The name and residence address of each new Partner admitted to the Partnership under this
Section j.Ol shall be reflected on Schedule A as of the effective date of his/her admission, and
each new Partner shall be desianated thereon as a Class A Limited Partner or a Class B' Limited
Partner, and, if applicable, as ~ Actively Engaged Limited- Partner. The· General Partner shall
·admit. a Related Trust of any Limited Partner as a non-voting Limited Partner in aonnection with
an assigrunent referred to in Section 1.08. Admission. of a new. Partners shall not be a cause for
dissolution of the Partnership.
ARTICLE VI
Withdrawal, Reduced Interest, Death,. Disability, Adjudication of Incompetency,
. Dissolutioitor Bankruptcy
Section 6.01. Withdrawal, Reduced Interest, Death, Disabilitv, Adjudication of
Incompetency, Dissolution or Bankruptcy of a Partner.

(-..

(a)
Except· as otherwise pmvided in this Section 6.01, no Partner mayvoluntarily \vithdraw or- resign :from the Parttiershlp. Subject to Sections 6.0l(d) and 6.03, a
Partner, together with histher Related Trust, !)lay completely withdraw from the Partner~hip or, if
such Partner is a Limited Partner and bas entered into. a Supplementary Agreement with the
Partnership providing for continuing alloeatiilns and distributions, elect to become a reduced
interest Limited Partner (a "Reduced Interest Limited Paitner"): (i) at th~ end of any fiscal year,
UJlOn 45 days'· prior written notice to. the G~neraf. Partner; or (ii). at any time with the consent of the
Generai Partner, which consent may be withheld in its sole discretion. Withdrawals, as distinct
from an election to become a Reduced Interest Limited Partner, pursuant to Section 6.0l.(a)(i) or
6.01(a)(ii) are hereinafter referred to as "Voluntary'Withdrawals;"

(b)
Any Limited Partner, together with his/her Related Trust, may be required:
(i}to withdraw immediately from the Partnership, upon written notice from the .Gencr:al Partner; at
any· time: for any rea<on or no· reason, including, without limitation, upon the ocp'irrence of a
Forfeiting Event;. or (ii) if such Limited Partner has entered into a. Supplementary Agreement with
the. Partnership providing for continuing allocations and distributions, to become a Reduced
Interest Limited Partner, upon notice :from the General. Partner, at any time for any reason or no
reason, ex7ept if a Forfeiting Event bas: occurred \vith respect tasuch ~iniited Partner.

(

·(c)
In the event of the death, adjudieaiion o:f incompetency, .dissolution or
bankruptcy of a Partner (each, a "conversion. event"), the interest of such Partner, together with
the interest afhislber Related Trust,. shaH continue at the risk of the Pa:rtnership business tintil the
last day of the fiscal year in which such event occurs or; if earlier; the termination of the
Partnership, as of wbich date ibe Partner and his/her Related Trust shall be deemed withdrawn
from the Partnership for purposes of this Section 6.0 1; provided. however,.that if such Partner is
a Limited Partner, bas entered into a Supplementary Agreement \Vith the Partnership providing
for continuing allocations and distributions and the Partnership will continue after the last day of
such fiscal year, such Partner, together with his/her Related Trust, shall become a. Reduced
Interest Limited Partner effective as of the date of such conversion event. For purposes of this
Agreement, a reference to a "Partner" who has died, been adjudicated incompetent, dissolved or
9366945.13

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CONFIDENTIAL INFORMATION
NH0000032

(

become bankrupi sha11 be construed to include such Partner's estate or other remaining legal
interest, unless otherwise provided herein.
If a Parmer shall become disabled, and such disability shall continue for a period
of six consecuiive months, the General Partner may require such Parrner, together with liislher
Related Trust, to withdraw from the Partnership as of the last day of the fiscal year in which the
six-month period shall expire, unless such Partner !]as ¢ntered into a Supplementary Agreement
with the Partoership providing for contii:luing allocations and. distributions, in which case the··
.General Partner may require such Partner to become Reduced Interest Limited Partner, upon
notice from the General Partner, effective as of such date. For purposes of this Section 6.01, a
Partner is ''disabled" if beca)l.Se of disease or injury such Partner is rendered unable to perform
his!her duties under this Agreement.
·

a

A Partner that makes a Voluntary Withdrawal, is required to withdraw, dies,
becomes incompetent, dissolves or becomes bimkrupt, and hislher Related Trust or legal
representatives, shall have no right to take part in the management of the business of the
Parlnershlp, and neither such Partner no.r his/her Relateq Trust shall be included in calculating
the interests of the Partners.reqnired to take action under any· provision ofthis Agreement.
·

(
~.

In the event that a Limited .Partner becomes a Reduced Interest Limited
(d)
Parfner in accordance· with the fnregoing provisions of this Section 6.01, such Reduced futerest
Limited Partner, together with hislher Related Trust, may· give ·notice to the General Partner,
pUrsuant to Section. 4.03, to request the withdr.awal of a portion of hislher Capital. Account;
provided, however. that, until such time as.such Reduced Ii:lterest Limited Partner has withdrawn
from the· Partnership pursuant to this Section 6.01, sue!+ Reduced Interest.Lirnited Partner may
not withdraw an amount that would result in hislher· Capital Account balance being less than
such Reduced Interest Limited Partner's initial capital contribution·. A Reduced Interest Limited
Partner shall remain a Partner and shall retain .all of histher rights and obligations as a Partner
under the Agreement and the· Act, except: {x) that such Reduced. Interest Limited Partner and
his!her Related Trust or legal representatives shall have no right to take part in the management
of the business
the Partnership, and neither such Reduced Interest Limited Partne(nor hislher
Related. Trust shall be. included in calculating the interests of the Partners required to take action
under· any provisions of thi.s Agreement, and ('y) as otherwise provided herein. Jn addition, in the
event that ail Actively Eng<~ged Limited Partner bec6I)les a Reduced Ii:lterest Limited Partner,
such Limited Partner shall thereafter no longer be deemed "Actively Engaged" for purposes of
this Agreement. A Limited Partner of a class that becomes. a Reduced Inte.rest Limited Partner
pursuant to this Section 6.01 shall be referred to herein as a "Reduced Interest Class A .Limited
Partner" or a "Reduced Interest Class B Limited Partner," as applicable.

of

Section 6.02. llii!hts ofRednced-lnterest Limited Partners.

(a)
Subject to paragraphs (b) and (c) of this Section 6.02, iu the event that a
Limited Parl'ler becomes a Reduced Interest Limited Partner in.accordance with Section 6.0 1, such
Limited Partner, histher Related Trust or his/her legal repn."Sentatives shall continue to receive
allocations and distributions hereunder in his/her capacity as a Reduced Interest Limited Partner, as
follows:

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(i)
for the fiscal year in which or at the conclusion of which he/she becomes a
Reduced Interest Limited Partner, such Limited Partner's, together with his/her Related Trust's,
Incentive Percentages and Management Percenrages shall remain as set forth on Schedule. A as of
the date of the applicable conversion event or notice of conversion to a Reduced Interest Limited
Partner, as applicabie (unless such Percentages are subsequently modified by the Special Class A
Limited Partner or Special Class B Limited Partner, as applicable, in his sole discretion pursuant to
Section 3.04); and
(il)
thereafter, the Incentive Percentages and Management Percentages ·of such
Reduced Interest Limited Partner, together with his/her Related· Ti:ust, shall be reduced in
accordance with the· terms of the applicable Supp!ementmy Agreement.
(b)
In the event that:· (i) a Reduced Interest .Limited Parai.er elects to. withdraw
from the Partnership pursuant to Section 6.0l(a), or (ii) a Forfeiting Event occurs V.-ith respectto a
Reduced Interest Limited Partil.er, during a period in which such Reduced ln,terest Lin1ited Partner,
together with his/her Related Trust, is receiving continuing allocations and distributions pursuant
to a Supplementary Agreement, a!locations and distributions. pursuant to such Supplementary
Agreement shall. inunediately cease and such Reduced Interest Limited· Partner, together with
. -····-bislherRelated TrusCor his/her !egiil representatives, shall oe paid the amount of their respective
Capital Accounts in accordance, with, in the case of clause (i), Section 6.03(a)(ii) and, in the case of
clause (ii), Section 6.03(a)(i).
·
· ·

(

(c)
In the event that a Reduced Interest Limited Partner, or a Llmited Partner
who would otherwise become a.Reduced Interest Limited Partner, is·required to withdraw from the
Partnership. pursuant to Section 6.01 (P)(i) other than as a result of a Forfeiting Event and .prior to
such time as his/her Incentive Percentage .and Management Percentage ate reduced to 0% under
the relevant Supplementary Agreement,. such Reduced Interest Limited Partner shall continue to be
entitled to receive a!loeations and distributions· pursuant to such Supplementary Agreement; in
his/her capacity as a ·fanner· Partner,. ilntil such time. as. his/her Incentive Per~entage. and
Management Percentage are reduced to: 0%. unde; such Supplementary Agreement. In the event
that a former Limited Partner receives continuing, allocations and distributions pursuant to. a
Supplementary Agreement in. a<;cordance with the preceding sentence· and,. as a result, the
Partnership is subject to. additional tax liability mrespect of such. distributions, the General Partner,
in its sole discretion, may adjust the allocations and distributions to such fanner Limi!ed.Partner·to
the extent necessary to .prevent such result or r~quiie such former Limited. Partner to enter into an .
appropriate indemnification agreement with respect to suchta.'l: liability; Any persons who ceas~. to
be Partners pursuantto·this.Article Vl·will be deemed "Partners" solely for purposes of receiving
allocations and distributionS, if any, pursuant tO the tenns of a Supplementhry Agreement and/or a
Deferred Fee Am:eemeilt or Deferred. Income Plan.
(d)
In no event shall continuing aJlocations and distributions to. a Reduced
Interest Limited .Partner .of a class. reduce or otherwise affect the allocations and distributions to the
Limited Partners·.ofthe. other class.

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CONFIDENTIAL INFORMATION
NH0000034

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Section 6.03- Pavments to WithdraWinQ Partners.
(a)
Subject to Section 6.03, a Limited Partner, incLuding a Reduced Interest
Limited Partner, that withdraws or is required to withdraw by the General Partner. or the legal
representa:tive of a Limited Partner that has been deemed to hav~ withdrawn .due to death, an
adjudication of incompetency, dissolution or a declaration of bankruptcy, together with his/her
Related Trust, shall in all events be entitled to be paid the amount of such Limited Partner's or
Related Trust's Capital Account as follows:
·

(

(i)
In the eve!tt that a Limited Partner, including a Reduced Interest Limited
Partner, is required to withdraw as a result of a Forfeiting Event or requests a Voluntary
W.iihdra'-""<11 prior to the occurrence of a Forfeiting Event With respect to such Member; such
Limited Partner rmd his/her Related Tntst shall be entitled to be paid the amount of their
respective Capital Accounts determined as of the effective date of withdrawal and any Deferred
Fees for such Limited Partner's account pursuant to the applicable Deferred Fee Agreement
and/or Deferred 'Income PI$, subject to this paragraph, and.sl~l not be entitled to any unpaid
Cl,l!Tent Fees, any other Net Inco'me in which tlie Limited Partner and his/her Related Trust
would otherwise share, and any other allocations and distributions. Payment of such Capital
Account balances shall be made as soon as practicable following the end of the fiscal year· during
w}Jich such withdrawal occurs. Amounts forfeited by a Limited Partner of a. class under this
paragraph shall be reallocated to and among the remaining Linaited Partners of such class
(excluding Reduced Interest Limited Partners) irr proportion. to iheir applicable" percentages as set
forlh in Section 3.04 or a~ otherwise provided in .the Deferred Income Plan; subject to the sole
discretion of the Special Class A Limited Partner or Special Class B Limited Partner, as
applicable; to reallocate such amounts among the Limited ]>artoers of such ·class. Amounts
forfeited by tlic last remaining Limited Partner of a class. under this paragraph shall be
reallocated to and among the remaining Limited Partners of the other class in proportion to their
applicable percentages as set forth in Section. 3.04 or as ot\terwise provided in the Deferred
Income Plan, subJect to the sole .discretion ·the G~eral· Partner to reallocate' such amounts.
among such Limited Partners.

of

(

(ii) . In the event a Limited l'artner tliat has not entered into a Supplementary
Agreement with the Partnership providing· for continuing· allocations and distributions is deemed
to have withdfl!,wn due tq.death, an adjudicaJ;ioa of incompetency, dissolution or a. deCl!!J:alion of
banktuptcy, or any Limited Partner, including a Reduced Interest Limi.ted .Partner, is required to
withdraw other than as a result of aForfeiting Event, or makes a Voluntary Withdrawal other
than as a result of a Forfeiting Event, such Limited P'lf(iler, hlslherRelated Trust or such Limited
Partner's legal representatives shall be enti.tled to be paid, for the fiscal year in which· the
terminating·event occurs, a portion of any Ctment Fees recei:ved by the .Partnership in an amount
equal to 'such Current Fees· multiplied by the applicabie Incentive. J;'ercentage or·.Management
Percentage of such Limited Partner and his/her Related Trust, respectively, for such year, and.the
balance of his/her Capital Account as of the end of such fiscal year and any amounts attributable
to Deferred Fees pgrsuant to the Deferred Fee· Agreement or Deferred Income Plan, and such
amounts shall be paid as soon as practicable following the end of the fiscal year during which the
terminating event occurs, except in the case ofDeferred Fees,. which shall be paid in accordance
with the terms of the Deferred Fee Agreement or Deferred Income Plan.
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Thereafter, the withdrawing Limited Partner and his/her Related Trust, if
applicable, or his/her legal representatives, shall not be entitled to any other allocations and
distributions, except as separately agreed to in writing.
Upon the death, disability, adjudication of incompetency, dissolution, or
(b)
bankruptcy of the last General Partner, the Partnership shall be wound up and terminated in
accordance with Section 7.02, unless; within .60 days after ,uch event, remaining PartnerS
representing a majority of the remaining Incentive I'ercentages of the Partnership agree in
writing to continue the business of the Pattnership and, if necessary, to the appointment,
effective as of the dat.e of such event, of one· or more substitute General Partner(s).
Section 6.03. Limitations on Distributions. The right of any withdra~~<n Partner,
Reduced Interest Limited Partner and Related Trust or any Partner's legal representatives to
receive distributions pursuant to tl1is Article VI is subject to the provision by the. General
Partners for all Partnership liabilities in accordance with the Act, and for reserves for liabilities
taken in accordance with Section 3.07 hereof. The unused. portion of any reserve shall be
distributed after the General Partner(s) shall have determined that the need therefor shall have
ceased.

ARTJCLEVTI
Duration and Termination ofthe.Partnership

(

'·

Section 7.01. Duration ofPartrership. The Partnership shall continue to operate
until the earlier ·of: (i) any date during the Partnership's duration by decision of the o<meral
Partner; (ii) the occurrence of ao event descobed in Section 6.02(b), unless the Partnership is
continued pursuant to Section 6.02(b); {iii) the effective date· of a decree of judicial dissolution
under the Act; or (,iv) any date required by th.e Act.
Section 7.02. Termination ofPartnership. Upon the dissolution of the· Partnership
as. provided in Section 7.01, the General Partner, out of" Partnership assets,. shall pay first the
expenses of winding up, liquidation and dissolution of the PartnerShip, and thereafter all of the
remaining assets ofthe Partnership shall be disttibuted in the following order:
(a)

to creditors, in the order of priority as provided by law; and

(.b)

ttJ all

Partners. in accordance ;vith.Section 4.04(d) hereof. .

.k:ty Current Fees, Deferred Fees or Net !ilcome or Net Loss attributable to the
termination of the Partnership shall be allocated among the Partners in accordance \vith Sections
3.05 and 3.06 hereof.

(
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CONFIDENTIAL INFORMATION
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ARTICLE VITI

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Tax Returns; Reports to Partners
Section KOL Filine: of Ta.x Returns. The General Partner, at the Partnership's.
expense, shall prepare and file, or cause the accountants of. the Partnership to prepare and file, a
federal information ta.'< return. in compliance with Section 6031 of'the Code and any required state
and local income tax and iofonnation ret:ums for each tax year of the Partnership.
.
Section 8.02. Reports to Current and Former Partners., Within 90 days after the
.end of each fiscal year or as soon thereafter as is reasonably practicable, the Partnership shall
prepare and mail. or cause its· accountants to prepare and mail, to each Partner. and, to the extent
necessary, to each former Partner (or his or her legal representative), a report setting forih. in
sufficient detail that information which will enable such Partner or foJ,Tiler .Partner (or his or her
legal representative} to prepare his or her federal, state and local tax returns in accordance with
the laws, rules and regulations then prevailing.

c

Section 8.03. Tax Matters Partner. The General Partner (or such other Partner as
may be designated by the General Partner) is hereby designated as '!he Tax Matters Partner of the·
Partnership for puipases of Section 623J(a)(7) of1lle Code. Each person (for purposes of'this.
Section 8.03, called a "Pass-Thru Partner") that holds or controls an interest as: a Partner on behalf
of, or for the benefit of, ailother person or persons, or which Pass-Thru Partner is. beneficially
owned (directly or indirectly) by another person or persons, shall, -within 30 days follo\\1ng receipt
from the Tax Matters Partner ofany -notice, demand, request .fur intormation or .similar document,
convey such notice or other document in writing to all holders of beneficial interests in the
Partnership holding such interests through such Pass-Thru Partner. In the event the Partnership
shall be the subject of an. income ta.'< audit by any Federal, state. or local authority, to the extent.the
Partner is treated as an· entity for purposes of such audit, including administrati"e senle.tnent and
judicial.review, the Ta.x Matters Partner shall be authorized to act for, and its decision shall be· final
and binding upon, the Partnership and each Partner tltereof All expenses incurred in connection
with any such audit, inveStigation, settlement or review shall' be ho_me by the Partuer.shipc
Section 8.04. Books and Records. The General Partner shall cause til be kept
complete and accurate hooks of account and records with respect to the Partnership's business.
· .Eaclt Partner and its duly authorized representatives. shall ha"e the right to examine the
l,'artnership bo.oks, records and documents during normal business hours upon pribr notice to the
General Partner. The. Partnershlp's hooks of account shall be kept using the same method of
accounting used by the Partnership, except as otherwise determined by the General Partner. The
Partnership's independent auditors shall be such independent accounting finn as may be selecfed
from time to time by the General Partner; provided, however, that the General Partner, in its sole
discretion, may decline to cause the Partnership's books and· records to be audited.

(
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CONFIDENTIAL INFORMATION
NH0000037

ARTICLE. !X

(

Miscellaneous
Section 9.01. General. 111is Agreement: (a) shall be binding on the executors,
administrators, estates, heirs, legal successors and representatives of the Partners; ar;d (b) may be
executed, through the use of separate signature· pages or in any number of counterparts with the
same effect as if the parties executing such counterparts had all executed ·one counterpart;
provided, however, that each sueh counterpart shlill have been executed by the General Partner and
that the counte,.Parts; in the aggregate, shall have· been signed by all ofthe Partners.
Section 9.02. Power of Attorney. Each of the Partners hereby appoints the
General Partner, or any Partner or Partners then acting as the General Partner, with power of
substitotion as his or her true and lawful representative and attorney-in-fact, in his or her name,
place and stead to make, execute, sign, aclmow!edge, swear to and file:
(a)
any and ~~·instruments, certificates, and other docUments 1.\;h.ich may he
deemed necessary or desirable to effect the winding-up·and tennination of the Partnership;
(b)
any business certificate, fictitious ·name certificate, amendment thereto, or
other instrument or document of any kind necessary or desirable to accomplish the business;
purpose and objectives of the· Partnership, or req_uired by any applicable federal, state or local law;
and

(

(c)
all ~endments or modificiitions to the A:gteement to the
accordance with Section 9.03 hereof.

e.~ient made in

The power of attorney hereby grnnted by each of the Partners is coupled with an
interest, is. irrevocable, and shall survive, and shall not be affected by, the subsequent death,
disability, incapacity, incompetency, termination, barikruptcy or insolvency of such Partner.
·section.9.03. Amendments. The tenns and provisions of this Agreement may be
modified or amended at any·time and from time to time by the General Partner.
Section 9c04. Choice of"Law, Notwithstanding the place where this Agreement
may be executed by any ·Of the. parties hereto, the parties expressly agree that all t~e terms and
provisions .hereof shall be construed under the laws of the Stare of Delaware and, without
· limitation thereof, that the Act as now adopted or as may be. hereafter amended shall govern this
Agreement.

(

Section 9.05. Notices. Each notice or other communication relating to this
Agreement shall be in writing and delivered· in person or· by registered or certified mail. All such
communications to the Partnership· shall be addressed to its principal office and place of
business.
All such communications addressed to a Partner (or such Partner's legal.
representative) shall be addressed to such Partner at the address set forth in Schedule A. Any
Partner may designate a new address by notice to that effect given to the Partnership. Unless
otherwise specifically provided in this Agreement, a .notice shall be deemed to have been

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(

effectively gtven when mailed by registered or certified mail to the proper address or delivered in
petson.
Section 9.06. Goodwill. No value shall be·p!aced.on the name or good,~ill of the
Partnership; which shall belong exclusively to the General Partner.
Section 9.07~ Treatment ofPavments. To· the extent any pa}ments herelU!der are
subject to Section 7?>6 of the Code, the .Partners agree and the·Partnership agrees that, to the extent
perrntssible; all such payments· shall be treated as payments described m Section 736(a)(l) of the
. Code.
._......
Section 9.08. Adiustment of Basis of Partnership Property. In the event of a
distribution of Partnership· property to a Partner or an assigru;nent or other transfer (including by
reason of death) of all or a part of the interest of a Partner in the Partnetship, the General Partner" in
its·. discretion, may cause the Partnership to elect,. pursuant· to Section 754 of the Code, or the
cotresponding proviSion ·of subsequent law, to· adjust the basis of the Partnership property as
provided by Sections 734 and 743 ofthe Code.
Section 9.09. Headin«s. The. titles- of the Articles and the headmgs of the Sections

of this Agreement are. for convenience of reference only, and. are not to be considered in construing
the·terrns and provisions. of this Agreement.

(

IN; WITNESS WHEREOF, the'UIIdersignedhavO:hereunto set their hands as of the
date first set forth above.
GENERAL PARTNER:
STA.J.V!OS PARTNERS CAPITAL
· MANAGE111ENT GP, LLC

By: .

·:cN"am_e_:""'P:-e-te-r""S,-.:::s'"""tam_o_s_--Title: Member

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CONFIDENTIAL INFORMATION
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STAlVIOS PARTNERS CAPITAL. MANAGEMENT, LP
LrMITED PARTNKRSHIP AGREEl\'IENT
LIMITED PARTNER SIGNATURE PAGE

By signing below, the·undersign~d hereby· agrees that effective as of the date of tlie
undmigned's admission to Stamos Partners Capital Management, LP as a Limited· Partner, the
undersig11ed shall (i) be bound by each and every term and provision of the Limited Parillership
Agreement.of Stamos Partners Capital Managen1ent, LP, as the same may be duly amended from
time to time in accordance 1vith the provisions thereof, and (ii) become and be a party to said
Limited Partnership· Agreement of Stamos :Partners Capital Management, LP.

(l'ype or Print ~Name)
(Slgnatw;~)

D~e~ -----------------------

c.
ACCEPTED:

GENERAL PARTNER:
STAMOS PAR1NERS CAPITAL "!vlANAGElvffiNT GP ,.LLC

B~~--~~~~------Name: PeterS. Stamos
Title: Member

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CONFIDENTIAL INFORMATION
NH0000040

SCHEDtlLEA

(

SCHEDDLEOFPARTNERS.
Ca:pital
COntributiOn

Actively
Engaged

Incentive
Percentage

.Management

Class

$10,0.00

nla

nla

I%

I%

$195,000

A

Yes

19.5%

19.5%

Noreen. Harrington

SlOO,OOO

A

Yes

!0%

ro%

Spiro Stamos

$60,000

A

Yes

6%.

6%

· Derek Daley

$100,000

A

Yes

10%

1.0%

Ellen Haring

$25,000

A

Yes

2.5%

2.5%

(~ evin Qkimotb

ss,ooo

A

Yes

.5%

.5%

· Ashok Chachra

$5,000

A

Yes

.5%

.5%

Fred Wilpon

$76,500

B

No

7.65%

7.65%

Saul. B. Katz, the
Special C_lass B
Limited. Partner

$55,000

B

Yes

s,s%

5.5%

. $67,450

B

Yes

6.745%

6.745%

Richard A .. Wilpon

$71,450

B

No

7.145%

7.l45%

Michael !(atz

$7],450

B

·No

7.145%

7..145%

L. Thomas Osterman

$30,600

B

.No

3.06%

3.06%

Acthur Friedman

$5,100

B

No

.51%

.51%

JeffreyS. Wilpon

$51,000

B

No

S.l%

5.1%

Marvin. B. Tepper

$71,450

·s

No

7.145%

7.145%

Partner
Stamos. Partners

Address

Percentage

Capital Management
GP, LLC
PeterS. Stamos, tbe
Special.ClilSs A

Limited Partner

David M. Katz

( ..
9366945.13

CONFIDENTIAL INFORMATION
NH0000041