XIV. Description of Units

The Partnership is offering a minimum of 125,000 and a maximum of 1,000,000 Units at a price of $1.00 per Unit, $.96 par value per unit. The units of ownership are equal in all respects, and upon completion of the Offering, the units will comprise the only representation of ownership that the Partnership will have issued and outstanding to date, upon close of the Offering.
Each member is entitled to one vote for each unit held on each matter submitted to a vote of the members.
Units are not redeemable and do not have conversion rights. The Units currently outstanding are, and the Units to be issued upon completion of this Offering will be, fully paid and non-assessable.
In the event of the dissolution, liquidation or winding up of the Partnership, the assets then legally available for distribution to the members will be distributed ratably among such members in proportion to their units.
Members are only entitled to profit distributions proportionate to their units of ownership when and if declared by the General Partners out of funds legally available, therefore. The Partnership to date has not given any such profit distributions. Future profit distribution policies are subject to the discretion of the General Partners and will depend upon a number of factors, including among other things, the capital requirements and the financial condition of the Partnership.