Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 9

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          contribution to the Partnership consisting of the Portfolio.  The           
          General Partners shall have no obligation to make any                       
          contribution to the capital of the Partnership.”                            
               Although “the Portfolio” is not defined in the Agreement,              
          there appears to be no dispute between the parties that it                  
          consisted of:  (1) Securities held in a brokerage account at M.L.           
          Stern & Co., Inc., (2) securities held in a Putnam Investments              
          account, (3) securities held in two Franklin Fund accounts, (4)             
          2,500 shares of Rockefeller Center Properties, Inc., and (5) a              
          $450,000 note receivable from Jack P. Marsh.  The parties value             
          these assets at between $1.6 and $1.7 million (rounded), an                 
          amount representing approximately 94 percent of decedent’s total            
          assets.  The Trust’s capital account in HFLP was credited with 99           
          percent of the value of the property contributed.  Decedent                 
          retained, personally or through the Trust, his personal effects,            
          a checking account, an automobile, and his Palm Springs                     
               As regards distributions, Paragraph 11.1 of the Agreement              
          states:  “Subject to all of the provisions of this Agreement,               
          funds of the Partnership from any source shall be distributed to            
          the Partners at such times and in such amounts as are determined            
          in the sole and absolute discretion of the Managing General                 
          Partner.”  Paragraph 11.2 then goes on to recite:                           
                    Funds of the Partnership shall be distributed as                  

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Last modified: May 25, 2011