Estate of Dorothy Morganson Schauerhamer, Deceased, Karl C. Dean, Personal Representative - Page 4

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          named decedent as the limited partner.  In addition, decedent was           
          named the managing partner of each partnership.  The partnership            
          agreements provided that decedent, in her capacity as managing              
          partner, had "full power to manage and conduct the Partnership's            
          business operation in its usual course."  From the time the                 
          partnerships were formed until shortly before decedent's death,             
          she managed the partnership assets.                                         
               The partnership agreements included provisions relating to:            
          (1) Capital contributions; (2) allocation of profits and losses;            
          (3) partnership records; (4) management responsibilities and                
          powers; (5) admission of new partners; (6) partnership                      
          dissolution and liquidation; and (7) agency relationships among             
          partners.  The partnership agreements provided that decedent                
          would contribute $1 for her 1-percent interest as a general                 
          partner and $95 for her 95-percent interest as a limited partner.           
          Each of decedent's children was required to contribute $4 for a             
          4-percent general partner interest.                                         
               On December 31, 1990, and on November 5, 1991, decedent                
          transferred some of her business assets, in undivided one-third             
          shares, to the partnerships.  The assets included real estate,              
          partnership interests, and notes receivable.  The assets                    
          transferred and their values (as of the date of decedent's death)           
          were as follows:                                                            
                     Assets Transferred 12/31/90              Value                   
               1.  Ho Ho Gourmet Restaurant building        $176,000                  




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