Partnership
Agreement
of ICEFIC
-Internet
Closed-End Fund Investment Club-
This Agreement of Partnership, effective as of July 1st, 2001, by and between the
undersigned, to wit:
Rainer
Feix, …, …, …, …
NOW,
THEREFORE, IT IS AGREED:
- Formation. The undersigned hereby form a
General Partnership.
- Name. The name of the partnership
shall be ICEFIC -Internet
Closed-End Fund Investment Club-
- Term. The
partnership shall begin on July 1st 2001 and shall continue
until December 31 of the same year and thereafter year to year unless
earlier terminated as hereinafter provided.
- Purpose. The
only purpose of the partnership is to invest the assets of the partnership
solely in stocks, bonds, and other securities (“securities”) for the
education and benefit of the partners. The majority of investments shall
consist of closed-end funds, Investment Trusts and Real Estate Investment
Trusts (REITS).
- Meetings.
Periodic meetings shall be held as determined by the partnership.
- Capital
Contributions. The partners may make capital contributions
to the partnership on the date of each periodic meeting in such amounts as
the partnership shall determine.
- Value
of the Partnership. The current value of the assets of the
partnership, less the current value of the liabilities of the partnership
(hereinafter referred as “value of the partnership”) shall be determined
as of a regularly scheduled date and time (“valuation date”) preceding the
date of each periodic meeting determined by the Club.
- Capital
Accounts. A capital account shall be maintained in the
name of each partner. Any increase or decrease in the value of the
partnership on any valuation date shall be credited or debited
respectively, to each partner´s capital account in proration to the sum of
all partners capital accounts on that date. Any other method of valuating
each partner´s capital account may be substituted for this method,
provided the substituted method results in exactly the same valuation as
previously provided herein. Each partner´s capital contribution to, or
capital withdrawl from the partnership, shall be credited, or debited,
respectively, to that partner´s capital account.
- Management.
Each partner shall participate in the management and conduct of the
affairs of the partnership in proportion to the value of his capital account. Except as
otherwise determined, all decisions shall be made by the partners whose
capital accounts total a majority of the value of the capital accounts of
all the partners.
- Sharing
of Profits and Losses.
Net profits and losses of the partnership shall be kept and at all
times be available and open to inspection and examination by any partner.
- Books
of Accounts. Books of account of the transactions of the
partnership shall be kept and at all times be available and open to
inspection and examination by any partner.
- Annual
Accounting. Each
calender year, a full and complete account of the condition of the
partnership shall be made to the partners.
- Bank Account. The partnership may select a
bank for the purpose of opening a bank account. Funds in the bank account
shall be withdrawn by checks signed by any partner designated by the
partnership.
- Broker Account. None of the partners of this partnership
shall be a broker. However, the partnership may select a broker and enter
into such agreements with the broker as required for the purchase or sale
of securities. Securities owned by the partnership shall be held in the
partnership name unless another name shall be designated by the
partnership.
Any corporation or transfer agent called upon
to transfer any securities to or from the name of the partnership shall be
entitled to rely on instructions or assignments signed by any partner without
inquiry as to the authority of the person(s) signing such instructions or
assignments, or as to the validity of any transfer to or from the name of the
partnership.
As to the time of a transfer of securities, the
corporation or transfer agent is entitled to assume (1) that the partnership is
still in existence, and (2) that this Agreement is in full force and effect and
has not been amended unless the corporation or transfer agent has received
written notice to the contrary.
- No Compensation. No partner shall be compensated for services rendered to the
partnership, except reimbursement
for expenses.
- Additional Partners. Additional Partners may be admitted at any time, upon
the unanimous consent of all
the partners, so long as the number of partners does not exceed
seventy-five (75).
16A. Transfer to a Trust. A partner may, after giving written notice
to the other partners, transfer his interest in the partnership to a revocable
living trust of which he is the grantor and sole trustee.
16B. Removal of a Partner. Any partner may be removed by agreement
of the partners whose capital accounts total a majority of the value of all
partners´capital accounts. Written notice of a meeting where removal of a
partner is to be considered shall include a specific reference to this matter.
The removal shall become effective upon payment of the value of the removed
partner´s capital account, which shall be in accordance with the provision on
full withdrawl of a partner noted in paragraphs 18 and 20. The vote action
shall be treated as receipt of request for withdrawl.
- Termination of Partnership. The partnership may be terminated by agreement of the
partners whose capital accounts total a majority in value of the capital
accounts of all partners. Written notice of the meeting where termination
of the partnership is to be considered shall include a specific reference
to this matter. The partnership shall terminate upon a majority of all
partners´ capital accounts. Written notice of the decision to terminate
the partnership shall be given to all partners. Payment shall than be made
of all the liabilities of the partnership and a final distribution of the
remaining assets either in cash or in kind, shall promptly be made to the
partners or their personal representatives in proportion to each
partners´capital account.
- Voluntary Withdrawl (Partial or
Full) of a Partner. Any partner may withdraw a
part or all of the value of his capital account in the partnership and the
partnership shall continue as an entity. The partner withdrawing a portion
or all of the value of his capital account shall give notice of such
intention in writing to the Secretary. Written notice shall be deemed to
be received as of the first meeting of the partnership at which it is
presented. If written notice is received between meetings it will be
treated as received at the first following meeting.
In making payment, the value of the partnership
as set forth in the valuation statement prepared for the first meeting
following the meeting at which written notice is received from a partner
requesting a partial or full withdrawl, will be used to determine the value of
the partners´capital account.
The partnership shall pay the partner who is
withdrawing a portion of all of the value of his capital account in the
partnership in accordance with paragraph 20 of this Agreement.
- Death or Incapacity of a
Partner. In the event of the death or incapacity
of a partner (or death or incapacity of the grantor or sole trustee of a
revocable living trust, if such trust is a partner pursuant to Paragraph
16A hereof), receipt of notice of such an envent shall be treated as
notice of full withdrawl.
- Terms of Payment. In the case of partial withdrawl, payment may be made in
cash or securities of the partnership or a mix of each at the option of
the partner making the partial withdrawl. In the case of a full withdrawl,
payment may be made in cash or securities or a mix of each at the option
of the remaining partners. In either case, where securities are to be
distributed, the remaining partners select the securities.
Where cash is transferred, the partnership
shall transfer to the partner (or other appropriate entity) withdrawing a
portion of all his interests in the partnership, an amount equal to the lesser
of (i) ninety-seven percent (97%) of the value of the capital account in the
partnership being withdrawn or (ii) the value of the capital account being
withdrawn, less the actual cost to the partnership of selling securities to
obtain cah to meet the withdrawl. The amount being withdrawn shall be paid
within 10 days after the valuation date used in determining the withdrawl
amount.
If a partner withdrawing a portion or all of
the value of his capital account in the partnership desires an immediate
payment in cash, the partnership at its earliest convenience may pay eighty
percent (80 %) of the estimated value of his capital account and settle the
balance in accordance with the valuation and payment procedures set forth in
paragraphs 18 and 20.
When securities are transferred, the
partnership shall select securities to transfer equal to the value of the
capital account or a portion of the capital account being withdrawn (i.e.
without a reduction for broker commissions). Securities shall be transferred as
of the date of the club´s valuation statement prepared to determine the value
of that partner´s capital account in the partnership. The Club´s broker shall
be advised that ownership of the securities has been transferred to the partner
as of the valuation date used for the withdrawl.
- Forbidden Acts. No partner shall:
(A) Have the right or authority to bind
or obligate the partnership to any extent whatsoever with regard to any matter
outside the scope of the partnership purpose.
(B) Except as provided in paragraph 16A,
without the unanimous consent of all the other partners, assign, transfer,
pledge, mortgage or sell all or part of his interest in the partnership to any
other partner or other person whosoever, or enter into any agreement as the
result of which any person or persons not a partner shall become interested
with him in the partnership.
(C) Use the partnership name, credit or
property for other than partnership purposes.
(D) Do any ditrimental to the interests
of the partnership or which would would make it impossible to carry on the
purpose of the partnership.
This Agreement of Partnership shall be binding
upon the respective heirs, executors, trustees, administrators and personal
representatives of the partners.
The partners have caused the Agreement of
Partnership to be executed on the dates indicated below, effective as of the
date indicated above.
Name:
_________________________ Name: ___________________________
Dated:
_________________________ Dated:
___________________________
Name:
_________________________ Name:
___________________________
Dated:
_________________________ Dated:
___________________________