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(b) monitoring, expediting and recording the
collection of all income due * * * [LTD] or its clients;
(c) summarizing, posting and recording all items of
cash receipts and disbursements, including reconciling all
bank accounts with the general books of account;
(d) maintaining a general ledger for the recording of
all transactions to the accounts of * * * [LTD] or its
clients; and
(e) preparing and issuing quarterly, semiannual and
annual reports to * * * [LTD] and its clients and providing
all information necessary for the preparation and filing of
any and all tax returns and reports to governmental agencies
by * * * [LTD] and its clients.
Paragraph 6 of the Agreement provides:
In consideration for the performance by * * * [INC] of the
advisory and administrative Services pursuant to this
Agreement, there shall be paid to * * * [INC] an annual fee
of $114,000.00, payable monthly.
The foregoing annual fee shall be subject to yearly
amendment after review of the costs to * * * [INC] of
providing services hereunder. Such costs shall include that
portion of the salaries, wages and profit sharing of the
employees of * * * [INC] attributable to the performance of
services on behalf of * * * [INC] hereunder.
Paragraph 8 of the Agreement provides:
* * * [INC] shall for all purposes be an independent
contractor and not an agent or employee of * * * [LTD], and
* * * [INC] shall have no authority to act for, represent,
bind or obligate * * * [LTD], any of its affiliates or any
account managed or advised by * * * [LTD].
The Agreement was executed, on behalf of LTD, by William L.
Bricker (a tax partner at Curtis, Mallet-Prevost, Colt & Mosle,
in New York, New York, who was secretary and tax counsel of LTD)
and, on behalf of INC, by Mr. Fahey. Letter agreements amended
INC's annual fee pursuant to the Agreement for the taxable years
ended June 30, 1984 through 1989. Such letter agreements were
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