Estate of Albert Strangi - Page 6

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          charity.  To facilitate the plan, Fortress licenses the use of              
          copyrighted limited partnership agreements and shareholders’                
               Following the Fortress seminar, on August 12, 1994,                    
          Mr. Gulig, as decedent’s attorney in fact, formed SFLP, a Texas             
          limited partnership, and its corporate general partner, Stranco,            
          Inc. (Stranco), a Texas corporation.  Mr. Gulig handled all of              
          the details of the formation, executing the limited partnership             
          agreement and shareholders’ agreement using Fortress documents,             
          as well as drafting articles of incorporation and bylaws for                
               The partnership agreement provided that Stranco had the sole           
          authority to conduct the business affairs of SFLP without the               
          concurrence of any limited partner or other general partner.                
          Thus, limited partners could not act on SFLP’s behalf without the           
          consent of Stranco.  The partnership agreement also allowed SFLP            
          to lend money to partners, affiliates, or other persons or                  
               Mr. Gulig filed the SFLP certificate of limited partnership            
          and the Stranco articles of incorporation with the State of                 
          Texas.  He also drafted asset transfer documents, dated                     
          August 12, 1994, assigning decedent’s interest in specified real            
          estate, securities, accrued interest and dividends, insurance               
          policies, annuities, receivables, and partnership interests                 

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