Theodore A. Andros and Joan B. Andros - Page 13

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          annual management fee of three-fourths of 1 percent of the                  
          aggregate value of Tandrill’s investments with Manhattan Metals             
          (including the value of commodities subject to futures contracts),          
          the value of premiums paid for options, and cash on hand.  Such fee         
          was capped at a maximum of $50,000, or $12,500 per calendar                 
          quarter, for the period ending September 30, 1980, and at a maximum         
          of $25,000 per year, or $6,250 per calendar quarter, thereafter.            
               The Management Agreement had no fixed termination date; it             
          could be terminated on 30 days’ notice by either party. The                 
          agreement provided that, if petitioner terminated the agreement             
          before September 30, 1980, Tandrill would pay Manhattan Metals the          
          difference between $50,000 and the sum of the quarterly fees that           
          had been paid to Manhattan Metals for that period.                          
               Manhattan Metals was not required to perform services                  
          exclusively for Tandrill.  Petitioner understood that although              
          Manhattan Metals would conduct Tandrill's trading activities and            
          that Mr. Illingworth  would  be  in  charge  of  deciding  the              
          partnership’s trading positions, Mr. Illingworth would be assisted          
          in doing so by others.  Petitioner had no interest in managing              
          Tandrill’s day-to-day trading activities; he merely wanted the              
          right to make suggestions and review documents.                             
               At the time that the trades were undertaken, petitioner did            
          not understand the exact nature of Tandrill's trading activities,           
          or the mechanics and theories of commodities trading.  Although Mr.         
          Illingworth sent petitioner periodic updates regarding Tandrill’s           




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