EFTA01108276.pdf

SRZ DRAFT 1/12/04 NAME: COPY NO.: JET CAPITAL A RAGE AND EVENT FUND I, L.P. CONFIDENTIAL MEMORANDUM November 2003 Jet Capital Management, L.L.C. 767 Fifth Avenue 44th Floor New York, NY 10153 IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN FILED WITH OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER GOVERNMENTAL AGENCY OR REGULATORY COMMISSION OR ANY NATIONAL SECURITIES EXCHANGE. NO SUCH AGENCY, AUTHORITY, OR EXCHANGE HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE PARTNERSHIP'S INTERESTS OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 9126107.11 Confidential Treatment Claimed under FOIA DBZSECPR-0002913036 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108276  CONFIDENTIAL MEMORANDUM JET CAPITAL ARBITRAGE AND EVENT FUND I, L.P. Jet Capital Management, L.L.C. 767 Fifth Avenue 44ih Floor New York, NY 10153 Jet Capital Arbitrage and Event Fund I, L.P. (the "Partnership"), is a Delaware limited partnership organized in May 2002 to operate as private investment partnership. The Partnership commenced operations on July 1, 2003. The Partnership's primary investment objective is to generate steady absolute returns with less volatility than the equity markets. The Partnership seeks to meet this objective through the use of merger arbitrage, capital structure arbitrage and event oriented trading strategies. The Partnership expects to make long and short investments in equity securities, convertible securities, put and call options, swaps and cash and cash equivalents. The General Partner (as defined below) may use derivatives and other instruments to hedge currency and market risks. The General Partner has the sole discretion in determining when and whether to engage in hedging strategies. There can be no assurance that the investment objective of the Partnership will be achieved, and certain investment practices can, in some circumstances, potentially increase any adverse impact on the Partnership's investment portfolio. Jet Capital Management, L.L.C., a limited liability company organized under the laws of the state of Delaware (the "General Partner"), serves as the general partner of the Partnership. Jet Capital Investors, L. P., a Delaware Limited Partnership and an affiliate of the General Partner (the "Management Company"), provides management services to the Partnership. The General Partner and the Management Company (or affiliated entities) also provide investment management services to other entities and clients, including other collective investment vehicles, which may or may not utilize investment programs substantially similar to that of the Partnership. Currently, it is anticipated that the Management Company may provide investment advisory services to Jet Capital Arbitrage and Event Fund, Ltd. (the "Offshore Fund"), a Cayman Islands exempt company, utilizing substantially the same investment program as the Partnership. This Confidential Memorandum relates to an offering of limited partner interests in the Partnership (the "Interests") to certain investors who, if accepted, will become limited partners of the Partnership (each a "Limited Partner," and together with the General Partner, the "Partners"). INTERESTS ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS FOR WHOM AN INVESTMENT IN THE PARTNERSHIP DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM AND WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE PARTNERSHIP'S SPECIALIZED 9126107.11 Confidential Treatment Claimed under FOIA DBZSECPR-0002913037 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108277  INVESTMENT PROGRAM. THE PARTNERSHIP'S INVESTMENT PRACTICES, BY THEIR NATURE, MAY BE CONSIDERED TO INVOLVE A SUBSTANTIAL DEGREE OF RISK. There will be no public offering of the Interests. No offer to sell (or solicitation of an offer to buy) is being made in any jurisdiction in which such offer or solicitation would be unlawful. This Confidential Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Partnership, and may not be reproduced or used for any other purpose. Notwithstanding anything to the contrary herein, each Partner (and each employee, representative, or other agent of such Farther) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Partnership and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner relating to such tax treatment and tax structure. Prospective Limited Partners should carefully read this Confidential Memorandum. However, the contents of this Confidential Memorandum should not be considered to be legal or tax advice and each prospective Limited Partner should consult with its own counsel and advisers as to all matters concerning an investment in the Interests. The Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended (the "Company Act"). The Partnership relies on the exemption provided under Section 3(c)(1) of the Company Act, and, therefore, the number of beneficial owners in the Partnership will be limited to 100. An investor in the Partnership must be an "accredited investor" and "qualified clients" as defined underfederal securities laws and must meet other suitability requirements. The subscription documents for the Partnership contains questions relating to these qualifications. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM SHALL BE EMPLOYED IN THE OFFERING OF THE INTERESTS EXCEPT FOR THIS CONFIDENTIAL MEMORANDUM OR STATEMENTS CONTAINED HEREIN. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION, OR GIVE ANY INFORMATION, WITH RESPECT TO THE INTERESTS, EXCEPT THE INFORMATION CONTAINED HEREIN. EACH PROSPECTIVE LIMITED PARTNER IS INVITED TO MEET WITH REPRESENTATIVES OF THE GENERAL PARTNER TO DISCUSS WITH, ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE PARTNERSHIP CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OF THE INTERESTS, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE PARTNERSHIP POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE INFORMATION CONTAINED HEREIN. 9126107.11 -II- Confidential Treatment Claimed under FOIA DBZSECPR-0002913038 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108278  TABLE OF CONTENTS Pare SUMMARY OF TERMS 1 THE PARTNERSHIP 16 INVESTMENT OBJECTIVE 16 INVESTMENT PROGRAM 16 THE GENERAL PARTNER; MANAGEMENT COMPANY 18 SELLING AGENTS 19 ALLOCATION OF GAINS AND LOSSES 19 MANAGEMENT FEE; EXPENSES 21 CERTAIN RISK FACTORS 22 OTHER INVESTMENT ACTIVITIES OF MANAGEMENT 27 BROKERAGE COMMISSIONS; TURNOVER 28 FISCAL YEAR 29 OUTLINE OF PARTNERSHIP AGREEMENTS 29 TAX ASPECTS 36 LIMITATIONS ON TRANSFERABILITY; SUITABILITY REQUIREMENTS 47 ANTI-MONEY LAUNDERING REGULATIONS 48 COUNSEL 49 AUDITORS; FINANCIAL REPORTS 49 ADDITIONAL INFORMATION 49 SUBSCRIPTION FOR INTERESTS 49 9126107.11 -111- Confidential Treatment Claimed under FOIA DBZSECPR-0002913039 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108279  JET CAPITAL ARBITRAGE AND EVENT FUND I, L.P. SUMMARY OF TERMS The following is a summary of principal terms of Jet Capital Arbitrage and Event Fund I, L.P. (the "Partnership"). The following summary is qualified in its entirety by the detailed information appearing elsewhere in this Confidential Memorandum and by the terms and conditions of the limited partnership agreement of the Partnership, as amended (the "Partnership Agreement"), which should be read carefully by any prospective investor. THE PARTNERSHIP: Jet Capital Arbitrage and Event Fund I, L.P., is a Delaware limited partnership organized in May 2002 to operate as a private investment partnership. The Partnership commenced operations on July 1, 2003. (See "The Partnership.") INVESTMENT PROGRAM: The Partnership's primary investment objective is to generate steady absolute returns with less volatility than the equity markets. The Partnership seeks to meet this objective through the use of merger arbitrage, capital structure arbitrage and event oriented trading strategies. The Partnership expects to make long and short investments in equity securities, convertible securities, put and call options, swaps and cash and cash equivalents. The General Partner (as defined below) may use derivatives and other instruments to hedge currency and market risks. The General Partner has the sole discretion in determining when and whether to engage in hedging strategies. The trading strategies described above are those that the General Partner expects to employ on behalf of the Partnership. However, the General Partner intends to invest opportunistically in seeking to achieve the Partnership's primary investment objective. Merger arbitrage takes advantage of the difference between the public market price of securities of a company targeted for merger and the private market price offered by the potential acquirer for such securities. The four major factors in the analysis of a merger arbitrage transaction are: (I) What is the likelihood that the transaction will close; (2) How long will the transaction take to close; 9126107.11 Confidential Treatment Claimed under FOIA DBZSECPR-0002913040 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108280  (3) What is the prospect for a higher or lower private market price; and (4) If the transaction fails, what are the potential losses? In transactions where a cash offer is made for a target company, merger arbitrage involves buying the target company's stock and earning, upon the consummation of the merger, the spread between the deal value and the target company stock's purchase price. In transactions where a stock offer is made for a target company, merger arbitrage involves both buying the target company's stock and selling short a ratio amount of the stock of the acquirer. The ratio driving the size of the short sale will be defined by the terms of the merger. By selling short the acquirer's stock, investors can "lock in" the spread between the target stock's price and the amount of stock offered by the acquirer. Capital structure arbitrage takes advantage of relative mispricings in related securities of the same issuer. The most typical strategy involves purchasing a senior class of securities of a company and selling short a more junior class of securities of the same company as a hedge. Capital structure arbitrage also might involve the buying and selling short of a pair of related securities of a company to synthetically create a security representing a unit or subsidiary of a company not represented by a security in issue. Unlike merger arbitrage, the catalysts that drive capital structure arbitrage investing vary by situation, and include balance sheet restructurings, fundamental business changes, creditworthiness, equity volatility, convertible volatility and fixed income values. In addition, each of the different classes of securities involved tends to be owned by a different constituency with different investment objectives. Event oriented trading involves the purchase or short sale of a security in anticipation of a specific, near term event that an investor believes will lead to a change in its price. The types of catalysts that drive event oriented investing also vary by situation, and include regulatory proceedings and lawsuits, asset liquidations, balance sheet restructurings, spin-offs, the acquisition of a sizable position by an activist investor and significant management appointments. By relying on a specific catalyst to generate an investment gain, event oriented 9126107./3 -2- Confidential Treatment Claimed under FOIA DBZSECPR-0002913041 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108281  investing is analogous to merger arbitrage. However, in general, its return profile is higher, less steady and involves more market risk. The Partnership generates its investment ideas from a substantial array of sources. These include public announcements of merger and restructuring transactions, third party surveys of distressed security investments that may provide arbitrage opportunities, proprietary research, contacts throughout the investment community, sell side research and the financial media. As opportunities change, the Partnership generally has the flexibility to allocate capital dynamically among a wide range of strategies, markets and instruments. There can be no assurance that the investment objective of the Partnership will be achieved, and certain investment practices can, in some circumstances, potentially increase any adverse impact on the Partnership's investment portfolio. (See "Investment Program.") Jet Capital Management, L.L.C., a limited liability GENERAL PARTNER; company organized under the laws of the State of MANAGEMENT COMPANY: Delaware, serves as the Partnership's general partner and manages the Partnership's investments (the "General Partner"). Jet Capital Investors, L.P., a limited partnership organized under the laws of the State of Delaware and an affiliate of the General Partner (the "Management Company"), provides management and administrative services to the Partnership. Matthew Mark and Alan S. Cooper are the Managing Members of the General Partner and control the Management Company. Matthew Mark, age 31. Prior to forming the General Partner in 2002, Mr. Mark was an analyst with Mark Asset Management Corp., a registered investment advisor focused primarily on fundamental security analysis. From 1997 to 2001, Mr. Mark was a senior member of the risk arbitrage department at Bear Steams & Co. ("Bear Steams"). Joining Bear Stearns as an Associate, he was promoted to Managing Director within less than two years. At Bear Stearns, he maintained primary research responsibility and investment management discretion for a substantial portion of Bear Steams' $1 billion proprietary arbitrage portfolio. In addition, while at Bear Steams, Mr. Mark was the named analyst for Bear Steams' weekly published compilation of public merger arbitrage opportunities. He is currently a member of the Investment 9126107.11 -3- Confidential Treatment Claimed under FOIA DBZSECPR-0002913042 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108282  Advisory Board of the Bear Steams Global Arbitrage Fund. Mr. Mark received his B.S. at I larvard College and his J.D. from Harvard Law School. Alan S. Cooper, age 45. Prior to joining the General Partner in April 2003, Mr. Cooper was a principal at Redwood Capital Management since September 2000. At Redwood, Mr. Cooper had portfolio management, research and trading responsibility for all risk arbitrage investing and also served as a senior research analyst on selective event driven/distressed/bankruptcy situations. From 1992 to 2000, Mr. Cooper was Vice President of Dochstein Partners, Inc., a private investment firm specializing in risk arbitrage, distressed and special situation investing. From 1983 to 1991, Mr. Cooper was a corporate and securities attorney with Rosenman & Colin. He is currently a Director of Dade Behring Holdings Inc. Mr. Cooper received his B.S. from the Wharton School in 1980 and his J.D. from the University of Pennsylvania Law School in 1983. The members of the General Partner, their family members and estate planning vehicles formed for their benefit have made substantial capital contributions to the Partnership. (See "The General Partner; Management Company.") OFFERING OF INTERESTS: This Confidential Memorandum relates to an offering of limited partner interests in the Partnership (the "Interests") to certain investors who, if accepted, will become limited partners of the Partnership (each a "Limited Partner" and, together with the General Partner, the "Partners"). SELLING AGENTS: The Interests are being offered directly by the Partnership. Neither the Partnership, the Management Company nor the General Partner will receive any commissions or other compensation from the sale of the Interests. However, the Management Company may select one or more selling agents, on an exclusive or non-exclusive basis, to distribute the Interests, and either (i) pay one-time or ongoing fees to selling agents based upon the amount of capital contributions of investors introduced to the Partnership by such agents or (ii) pay placement or referral fees to such selling agents from investors' subscription proceeds, with the net amount of investors' subscription proceeds to be invested in the Partnership. All affected investors will be informed of any such arrangements, and will be asked to consent to such 912610711 -4- Confidential Treatment Claimed under FOIA DBZSECPR-0002913043 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108283  arrangements, prior to the acceptance of their subscriptions. (See "Selling Agents.") INITIAL CAPITAL The minimum initial subscription is SI million for CONTRIBUTIONS: Interests in the Partnership, subject to the discretion of the General Partner to accept lesser amounts. (See "Outline of Partnership Agreement — Capital Accounts.") ADDITIONAL CAPITAL Limited Partners of the Partnership may make additional CONTRIBUTIONS; capital contributions of at least $100,000, subject to the ADMISSIONS: discretion of the General Partner to accept lesser amounts. New Partners may be admitted to the Partnership as of the beginning of any quarter or at such other times as the General Partner shall determine. Additional contributions by an existing Limited Partner will be placed in a separate capital account that will be subject to its own Lock-Up Period (defined below). The separate capital account will be maintained solely for purposes of applying the applicable Lock-Up Period; however, it shall not be deemed to be separate for purposes of calculating such Limited Partner's Incentive Allocation (as defined below). For example, in the event that an existing Limited Partner makes an additional capital contribution during the middle of the Partnership's fiscal year, the net returns of such Limited Partner's two capital accounts will be combined for purposes of determining the Incentive Allocation from that Limited Partner. Thus, losses from one of the capital accounts may be offset by gains in the other capital account. (Sec "Outline of Partnership Agreement — Additional Capital Contributions.") FISCAL YEAR: December 31 of each year. (See "Fiscal Year.") ALLOCATION OF GAINS At the cnd of each accounting period of the Partnership, AND LOSSES: any net capital appreciation or depreciation will be allocated to all Partners of the Partnership (including the General Partner) in proportion to their respective opening capital account balance for such accounting period. The net capital appreciation or depreciation allocated to each capital account of a Limited Partner will be decreased by the share of the amount of any Management Fee (as defined below) debited to such capital account for such period. (See "Allocations of Gains and Losses.") 9126107.11 -5- Confidential Treatment Claimed under FOIA DBZSECPR-0002913044 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108284  INCENTIVE ALLOCATION: Generally, at the end of each fiscal year of the Partnership, the General Partner reallocates to its capital account an amount (the "Incentive Allocation") equal to 20% of the excess of the net capital appreciation allocated to a Limited Partner's capital account for such year over the Management Fee (as defined below) debited to such Limited Partner's Capital Account for such year after recovery of any amount in the Loss Recovery Account (as defined below), subject to certain adjustments for interim- year withdrawals or dissolution, as described below. The Partnership maintains a memorandum loss recovery account (a "Loss Recovery Account"), sometimes called a "high water mark," for each Limited Partner. For each fiscal year, each Limited Partner's Loss Recovery Account is credited with the aggregate net capital depreciation, if any, allocated to such Limited Partner's capital account for such fiscal year (taking into account the Limited Partner's share of the Management Fees). The General Partner is not allocated any Incentive Allocation with respect to a Limited Partner's capital account until such Limited Partner has recovered any net capital depreciation credited to its Loss Recovery Account. The amount which must be recovered is adjusted for withdrawals of capital. In the event that the Partnership is dissolved other than at the end of a fiscal year, or the effective date of a Limited Partner's complete withdrawal is other than fiscal year end, then for purposes of determining the Incentive Allocation with respect to the Partnership, in the case of dissolution, or such Limited Partner, in the case of withdrawal, net capital appreciation or net capital depreciation is determined from the date of the last Incentive Allocation through the date of termination or withdrawal as if such date was the end of the fiscal year. The General Partner may waive, in whole or in part, the Incentive Allocation with respect to certain Limited Partners, including those Limited Partners who are current members, shareholders, directors, officers or employees of the General Partner, the Management Company or their affiliates. (See "Allocation of Gains and Losses.") MANAGEMENT FEE; On the first day of each quarter, the Partnership pays a EXPENSES: management fee (the "Management Fee") to the Management Company, of 1/4i° of 1.5% of the beginning value of each Limited Partner's capital account for such quarter. The General Partner and the Management 9126107.11 -6- Confidential Treatment Claimed under FOIA DBZSECPR-0002913045 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108285  Company have the right to waive or reduce, from time to time, all or part of the Management Fee with respect to certain Limited Partners, including those Limited Partners who are current members, shareholders, directors, officers or employees of the General Partner, the Management Company or their affiliates. The Management Company bears all of its own normal and recurring operating expenses incurred in connection with the provision by it of investment management and administrative services for the Partnership, including office space and utilities, telephone, news, quotation and computer equipment (including items used to send, receive and process information electronically), software, the cost of providing secretarial, clerical and other personnel to the Partnership and other services of the kind that would normally be borne by a provider of investment management services (except to the extent that all or a portion of its costs in respect of research-related services or products are paid through the permitted use of "soft dollars"). The Management Fee may exceed the expenses borne by the Management Company on behalf of the Partnership. The Partnership bears its own operating and other expenses including, but not limited to, investment-related expenses (e.g., expenses that the General Partner reasonably determines to be related to the investment of the Partnership's assets, such as brokerage commissions, expenses related to short sales, clearing and settlement charges, custodial fees, interest expense, bank service fees and investment-related travel expenses), legal expenses and costs, professional fees (including, without limitation, fees and expenses of consultants and experts) relating to the Partnership's business, accounting, audit and tax preparation expenses, interest and fees associated with any borrowing, insurance premiums, taxes and other governmental charges, administration expenses, organizational expenses, expenses incurred in connection with the offering and sale of the limited partnership interests and other similar expenses related to the Partnership, and non-recurring or extraordinary expenses. Organizational expenses were approximately $40,000 and are being amortized over a five year period. Such expenses will be shared by all of the Partners of the Partnership, including the General Partner. 9126107.11 -7- Confidential Treatment Claimed under FOIA DBZSECPR-0002913046 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108286  If any of the above costs and expenses are common to the Partnership and any other funds managed by the General Partner, the Management Company or their affiliates, such expenses generally are paid pro rata by such entities based on their respective amounts of capital under management, or in such other manner as the General Partner considers fair and reasonable. (See "Management Fee; Expenses.") WITHDRAWALS: A Limited Partner first has the right to withdraw all or a portion of the balance of its capital account as of the end of any calendar quarter ending on the day preceding the 12-month anniversary of the date as of which such capital account was established (the "Lock-Up Period"); provided, however, that the General Partner may disallow, in its sole discretion, the partial withdrawal of a Limited Partner, if after giving effect to such withdrawal the balance remaining in the Capital Account of such Limited Partner would be less than $1,000,000. Written notice of any withdrawal must be received by the General Partner at least 30 days prior to the effective date of withdrawal. Each date as of which a Limited Partner may make a withdrawal from a capital account is herein referred to as a "Withdrawal Date." Distributions of withdrawal proceeds generally are made within 30 days after the Withdrawal Date; except that if a Limited Partner elects to withdraw its entire capital account, 90% of such value (computed on the basis of unaudited data) will be distributed within 30 days after the Withdrawal Date. The balance is distributed (subject to audit adjustment and without interest) within 30 days after completion of the audit of the Partnership's books for the year in which such withdrawal occurs. A distribution in respect of a withdrawal may be made in cash or in kind, as determined by the General Partner in its sole discretion. The General Partner may waive notice requirements or permit withdrawals under such other circumstances and conditions as it, in its sole discretion, deems appropriate. Notwithstanding the foregoing, in the event the General Partner permits a Limited Partner to withdraw all or a portion of its capital account prior to the conclusion of the Lock-Up Period applicable to such Capital Account, such withdrawal will be subject to a redemption fee payable to 9126107.11 -8- Confidential Treatment Claimed under FOIA DBZSECPR-0002913047 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108287  the Partnership equal to 2% of the amount being withdrawn (the "Redemption Fee"). The General Partner may reduce, waive or calculate differently the Redemption Fee under such circumstances and conditions as it, in its sole discretion, determines. The General Partner may establish reserves for contingencies (even if such reserves are not otherwise required by generally accepted accounting principles) which could reduce the amount of a distribution upon withdrawal. The General Partner, in its sole discretion, may require a Limited Partner to withdraw from the Partnership upon 10 days' written notice. The General Partner may suspend withdrawal rights, in whole or in part, when there exists in the opinion of the General Partner a state of affairs where disposal of the Partnership's assets, or the determination of the value of the Limited Partner's capital account, would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners. A withdrawal request that is not satisfied because of the foregoing restrictions will be satisfied as of the next succeeding Withdrawal Date that such restrictions no longer apply, in priority to later requests. Capital not withdrawn from the Partnership by virtue of the foregoing restrictions will remain at risk of the Partnership until such Withdrawal Date. The General Partner, by written notice to any Limited Partner, may suspend the payment of a Limited Partner's withdrawal proceeds if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner or any of the Partnership's other service providers. The General Partner is subject to the withdrawal provisions described above; provided, however, that at any time during a year, the General Partner may withdraw a portion of its capital account up to the amount of the Incentive Allocation allocated to such capital accounts during any prior year. (See "Outline of Partnership Agreement, —Withdrawals of Capital, —Required Withdrawals, —Withdrawal, Death, etc. of a Partner, -Distributions and —Limitations on Withdrawals:") 9126107.11 -9- Confidential Treatment Claimed under FOIA DBZSECPR-0002913048 by Fried Frank Harris Shriver & Jacobson LLP EFTA01108288  KEY MAN: The success of the Partnership depends upon the ability of the Partnership's key portfolio managers, Matthew Mark and Alan S. Cooper. If either Mr. Mark or Mr. Cooper