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Brunswick's financial adviser regarding Saba in exchange for a
fee of $500,000. Brunswick paid Merrill Lynch's fee on April 4,
1990.
By partnership agreement dated February 23, 1990, Brunswick,
Skokie, and Sodbury formed Saba as a general partnership under
the laws of the State of New York. The partners agreed that Saba
would maintain its principal place of business in Curacao,
Netherlands Antilles. The partnership agreement stated that the
partnership was being formed "for the object and purpose of
making investments in notes, bonds, debentures, and other
interest bearing instruments, owning, managing and supervising
such investments, sharing the profits and losses therefrom, and
engaging in such activities necessarily incidental or ancillary
thereto." The partnership agreement further stated that
generally each item of partnership income, gain, expense, and
loss for each fiscal year would be allocated among the partners
in proportion to each partner's capital account. However, if a
partner's proportionate interest in partnership capital were to
change during any fiscal year, the partnership's books would be
closed as of the date of such a change and partnership income,
gain, expense, and loss would be allocated to the partners in
proportion to their respective capital accounts as determined
immediately prior to such change. The partnership agreement
stated that a partner would be permitted to request in writing
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