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did not instruct TCO to reregister the shares in the name of
GFLP.
On February 20, 1997, Ms. Powell and Mr. Gore, in their
capacity as general partners of GFLP, entered into an Investment
Management Agency Agreement (agency agreement) with TCO. The
agency agreement stated in part the following: “[GFLP] hereby
delivers to * * * [TCO] the assets described in ‘Exhibit A’,
attached hereto and made a part hereof. Any additional assets
deposited by * * * [GFLP] will also be held pursuant to this
Agreement when accepted by * * * [TCO].”18 The agency agreement
further provided that TCO: (1) Shall safekeep, collect and
receive income from, and invest or dispose of the assets
deposited as directed by GFLP; (2) shall have the authority and
discretion to sell or exchange any assets deposited by GFLP; (3)
shall distribute income or principal upon the request of GFLP;
and (4) shall periodically analyze the assets held.
On February 24, 1997, Mr. Gore contributed $500 to GFLP for
his 1-percent general partnership interest, and on March 1, 1997,
Ms. Powell contributed $500 for her 1-percent general partnership
18No “Exhibit A” was attached to the copy of the agency
agreement in the record.
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Last modified: November 10, 2007