William and Joan Spears - Page 11

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               The offering memoranda of SAB Reclamation and SAB Recycling            
          provide that SAB Management will receive general partner fees in            
          the respective amounts of $110,000 and $97,375 from those                   
          partnerships.  SAB Management received fees of approximately                
          $500,000 as the general partner of the SAB recycling                        
          partnerships.  In addition, Becker Co. prepared the partnership             
          returns and Forms K-1 for all of the SAB recycling partnerships             
          and received fees for those services.                                       
               The offering memoranda of SAB Reclamation and SAB Recycling            
          state that sales commissions and offeree representative fees will           
          be paid in amounts equal to 7.5 percent of each investment guided           
          to the partnerships and that SAB Management, as the general                 
          partner of those partnerships, may retain as additional                     
          compensation all amounts not so paid.  However, neither Becker              
          nor SAB Management retained or received any sales commissions or            
          offeree representative fees.  Instead, after the closing of each            
          SAB recycling partnership, Becker rebated to each investor whose            
          investment was not subject to a sales commission or offeree                 
          representative fee an amount equal to 7.5 percent of such                   
          investor's original investment.                                             
               The offering memoranda list significant business and tax               
          risk factors associated with investments in the Partnerships.               
          Specifically, the offering memoranda state:  (1) There is a                 
          substantial likelihood of audit by the Internal Revenue Service             






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Last modified: May 25, 2011