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Contributed Profit & LossGeneral or
Partners Property* Percentage Limited
Revocable trust $75,000 13.04% Limited
Decedent's Trust 300,000 52.17% General
QTIP trust-exempt 200,000 34.79% Limited
* Represents the value of property contributed.
Both partnerships were duly organized and validly existing
partnerships under the laws of the State of Arizona at decedent's
death.
Each partnership's Articles and Certificate of Limited
Partnership provided in pertinent part:
7.05 Rights of Unadmitted Assignee. A Person who
acquires one or more Units but who is not admitted as a
Substituted Limited Partner pursuant to Section 7.06
hereof (1) shall be entitled only to allocations and
distributions with respect to such Units in accordance
with these Articles, (2) shall have no right to any
information or accounting of the affairs of the
Partnership, (3) shall not be entitled to inspect the
books or records of the Partnership, (4) shall not have
any of the rights of a General Partner or a Limited
Partner under the Act or these Articles, but (5) shall
be subject to the obligations of a Unit Holder under
these Articles, including but not limited to those
provisions of Articles Seven, Ten and Eleven, to the
same extent and in the same manner as any Unit Holder
making a Prohibited Transfer.
7.06 Admission of Unit Holders as Partners.
Subject to the other provisions of this Article Seven,
a transferee of Units may be admitted to the
Partnership as a Substituted Limited Partner only upon
satisfaction of the conditions set forth below:
(1) All General Partners consent to such admission;
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Last modified: May 25, 2011