Estate of Lillie Rosen, Deceased, Ilene Field and Herbert Silver, Co-Personal Representatives - Page 16

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               effects belonging to or owing to or by the Partnership,                
               or paid, received, sold, or purchased in the course of                 
               the Partnership’s business, and all of such other                      
               transactions, matters, and things relating to the said                 
               business of the Partnership as are usually entered in                  
               books of account kept by persons engaged in a business                 
               of like kind and character.  Such books of account                     
               shall be kept at the principal office of the                           
               Partnership, and each Partner and the accountants,                     
               attorneys, and other designated agents of each Partner                 
               shall at all reasonable times have free access to and                  
               the right to inspect the same.                                         
          The LRFLP agreement stated that a partner in the LRFLP needed the           
          prior written consent of the general partners to transfer his or            
          her interest in the LRFLP unless the transfer was to (or in trust           
          for) one of decedent’s descendants, or to a charitable                      
          organization.  None of the partners negotiated any of the                   
          relevant terms of the LRFLP agreement; those terms were set by              
          Feldman without consulting any of the partners.                             
               On August 5, 1996, a certificate of limited partnership for            
          the LRFLP was filed with the State of Florida.                              
               On October 11, 1996, decedent’s daughter, acting as                    
          attorney-in-fact for decedent and as co-trustee of the Lillie               
          Investment Trust, caused $2,404,781 in cash and marketable                  
          securities to be transferred from the Lillie Investment Trust to            
          the LRFLP as consideration for the Lillie Investment Trust’s                
          99-percent limited partnership interest.  Those funds had been              
          held at Merrill, Lynch, Pierce, Fenner & Smith, Inc. (Merrill               
          Lynch), in the Lillie Investment Trust’s account No. 695-18X99              
          (Merrill Lynch trust account).  On September 12, 1996, decedent’s           





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