Exhibit 99.5
PARTNERSHIP AGREEMENT OF
CALDER & CO.
Memorandum of Agreement made this 9th day of Nov., 1995 between William
Ebbels, Janice Currie, Jules Cohen, Vilma Pindling and Warren Goshine.
WITNESSETH:
1. The parties hereto agree to form a partnership and as from the date hereof
for the purpose and upon the terms and conditions hereinafter set forth
under the firm name of "CALDER & CO."
2. The business of the partnership shall be limited to the holding
in the partnership name of securities for the account and subject
to the order of the Bank of Nova Scotia and its various branches
and agencies in Canada and elsewhere, as well as for account and
convenience of customers of said bank and save as expressly
authorized or directed by the said Bank no partner shall in the
name of the firm directly or indirectly engage in the business of
trading securities or the purchase or sale thereof.
3. The services of each of the partners necessary to carry out the objects of
the partnership shall be their only contribution to the partnership, and
no partner shall be entitled to receive a salary from the partnership for
such services.
4. The management and control of the entire business of the
partnership shall be vested exclusively in the partners.
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5. For the purpose of the sale, transfer or assignment of securities, the
signature of all the partners shall be necessary except where the
partnership signature is guaranteed by the Bank of Nova Scotia, in which
case the firm name may be signed by any one of the partners.
6. The partnership shall continue until terminated by mutual
agreement of a majority of the then partners and the Bank,
provided, however, that any partner may withdraw from the
partnership at any time by giving ten (10) days notice in writing
to the other partners and to the Bank of his intention so to do.
In the event that any partner should die, become incapacitated or
withdraw from the partnership or should cease to be an employee
of the Bank, his interest in the partnership and in its assets,
shall forthwith cease, and the remaining partner(s) shall be
entitled to continue the business and to use the partnership's
name, subject to the provisions of the statutes of the State of
New York relating thereto. The death, retirement or withdrawal
of any partner from the partnership, or the admission of any new
partner(s) thereto, shall not effect dissolution of the
partnership and the partnership shall continue notwithstanding
the same. New members may be admitted to the partnership with
the consent of a majority of the then partners and that of the
Bank, but not otherwise.
7. There shall at all times be no less than three (3) partners required to
conduct the business of the partnership. In the event that there are less
than three (3) partners,
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the remaining partners shall forthwith take steps to see to it that an
additional partner or additional partners are admitted to the partnership.
8. Other than as set out to the contrary above, all decisions that are taken
relating to the business of the partnership, must be executed by the
mutual consent of at least three partners.
IN WITNESS WHEREOF, we have hereunto set our several hands this 9th day of
November 1995.
/s/ William R. Ebbels
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William R. Ebbels
/s/ Janice Currie
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Janice Currie
/s/ Jules Cohen
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Jules Cohen
/s/ Vilma Pindling
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Vilma Pindling
/s/ Warren Goshine
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Warren Goshine
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