Note 5 - Related-Party Transactions

12 Months Ended

Dec. 31, 2016

(5)	RELATED-PARTY TRANSACTIONS

Partnership Employment Contracts.

The Partnership has an employment agreement with

one

executive. The employment agreement provides for severance should the executive be terminated involuntarily under circumstances described in the agreements. The total severance which would be payable under this agreement to Scott C. Wallace, President and CEO, is the equivalent of

six

months of base pay or

$131,000.

Separation Agreement with Senior Vice President Operations.

Effective on

January

30,

2015,

the Managing Partner entered into a new employment agreement with Randolph Cabral, the Senior Vice President of the Managing Partner, superseding his prior agreement dated

October

27,

2009.

Pursuant to the new agreement, Mr. Cabral remained with the Managing Partner in his current capacity until

September

30,

2015.

The new agreement did not change Mr. Cabral’s compensation or other benefits. Consistent with the terms of his prior agreement, following termination on

September

30,

2015,

Mr. Cabral received installment payments equal to

months of base pay

($222,300)

paid through

April

2016.

Sale of Managing Partner.

June

30,

2016,

the Partnership entered into a definitive Stock Purchase Agreement with Crescent River Agriculture, LLC (“Crescent River), a related party, pursuant to which the Partnership sold all of the issued and outstanding shares of capital stock of the Managing Partner to Crescent River for

$224,000.

The only asset of the Managing Partner consists of a

general partnership interest in the Partnership. The general partnership interest is unregistered and non-transferrable. Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership, dated as of

October

2012,

as amended

November

2013

and

February

15,

2016

(the “Partnership Agreement”), the Managing Partner is also entitled to an annual management fee equal to

of Operating Cash Flow (as defined by the Partnership Agreement) and an incentive fee if net cash flow of the partnership exceeds certain levels defined in the Partnership Agreement. The management fee has been waived by the Managing Partner since it became a wholly owned subsidiary of the Partnership in

2005.

The incentive fee has not been earned by the Managing Partner for at least

years. As part of the transaction, the Managing Partner agreed to waive both the management fee and the incentive fee for fiscal

2016,

2017,

and

2018.

After

2018,

the Managing Partner will be eligible to earn the management fee and the incentive fee. Pursuant to the Partnership Agreement, the Partnership will still be required to reimburse the Managing Partner for expenses incurred in managing the Partnership.

Those reimbursable costs totaled

$165,000

for the period from sale of the Managing Partner through the end of the year and consisted of executive compensation, board fees and travel.