Buffett Associates, Ltd. — Certificate of Limited Partnership
CERTIFICATE OF LIMITED PARTNERSHIP
The undersigned hereby certify that they have this day entered into a limited partnership, and that:
I
The name of the partnership is: BUFFETT ASSOCIATES, LTD.
II
The character of the business to be carried on shall consist of the buying and selling, for the account of the partnership, of stocks, bonds and other securities, commodities and other investments.
III
The location of the principal place of business shall be Omaha, Douglas County, Nebraska.
IV
The General Partner is:
Warren E. Buffett Omaha, Nebraska
The Limited Partners are:
Charles E. Peterson, Jr. Omaha, Nebraska
Elisabeth B. Peterson Omaha, Nebraska
Doris B. Wood Omaha, Nebraska
Truman S. Wood Omaha, Nebraska
Daniel J. Monen, Jr. Omaha, Nebraska
William H. Thompson Omaha, Nebraska
Alice R. Buffett Omaha, Nebraska
hereinafter called collectively the limited partners.
V
The term for which this partnership is to exist begins on May 1, 1956 and ends on April 30, 1976, unless sooner terminated, as provided in the Partnership Agreement or as provided under the laws of Nebraska.
VI
The amount of cash contributed by each limited partner is as follows:
| Limited Partner | Contributed Capital |
|---|---|
| Charles E. Peterson, Jr. | $5,000.00 |
| Elisabeth B. Peterson | $25,000.00 |
| Doris B. Wood | $5,000.00 |
| Truman S. Wood | $5,000.00 |
| Daniel J. Monen, Jr. | $5,000.00 |
| William H. Thompson | $25,000.00 |
| Alice R. Buffett | $35,000.00 |
VII
The limited partners have not agreed to make any additional contributions.
VIII
No time has been agreed upon, short of the terminating date of the partnership or the withdrawal of a limited partner from the partnership, for a return of the limited partners’ contributions.
IX
The share of the profits or other compensation by way of income which each limited partner shall receive by reason of his contribution is as follows: Each limited partner shall be paid interest at the rate of 4% per annum on the balance of his capital account as of December 31 of the immediately preceding year as shown by the Federal Income Tax Return filed by the partnership applicable to the said year’s business, and said interest payments to be charged as expenses to the partnership’s business. In lieu of a separate computation of interest for the period ending December 31, 1956, each limited partner shall be paid 2% of his original capital contribution, said payments to be charged as expenses of the partnership business for said period. In addition each of the limited partners shall share in the overall net profits of the partnership, that is, the net profits of the partnership from the date of its formation to any given point in time in proportions set opposite their respective names:
| Limited Partner | Profit Share |
|---|---|
| Charles E. Peterson, Jr. | 1/42 |
| Elisabeth B. Peterson | 5/42 |
| Doris B. Wood | 1/42 |
| Truman S. Wood | 1/42 |
| Daniel J. Monen, Jr. | 1/42 |
| William H. Thompson | 5/42 |
| Alice R. Buffett | 7/42 |
X
A limited partner has no right to substitute an assignee as contributor in his place.
XI
No right is given the partners to admit additional limited partners.
XII
There is no priority among limited partners.
XIII
No right is given the remaining partners to continue the partnership business on the death, retirement or insanity of the general partner.
XIV
No right is given a limited partner to demand and receive property other than cash in return for his contribution.
Dated this 1st day of May, 1956.
In the presence of:
Warren E. Buffett Charles E. Peterson, Jr. Elisabeth B. Peterson Doris B. Wood Truman S. Wood Daniel H. Thompson Alice R. Buffett