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transaction, the respective interests of the three partners
in the "capital and assets" of the joint venture were as
follows: Dondi Associates--40 percent, Value Plus--20
percent, and petitioner--40 percent.
Attached to the joint venture's 1985 tax return
are copies of the Schedules K-1, Partner's Share of Income,
Credits, Deductions, etc., issued to each partner.
According to the Schedules K-1, each partner's share of the
profits, losses, and capital of the joint venture as of the
end of 1985 was as follows:
Profit Loss Ownership
Partner Sharing Sharing of Capital
Dondi Associates 50% 50% 40%
Petitioner 50 50 40
Value Plus -- -- 20
The Second Amended Agreement also reformulated the
"management fee" to be paid to Value Plus. That provision
is as follows:
Section 3.09 Management Fees.
A. In consideration of the Development
Manager's services hereunder, the Venture
shall pay to Value Plus as Development Manager
a collective development, management and sales
fee (the "Management Fee") equal to some of the
following elements:
(1) Fifteen percent (15%) of the
approved "hard costs" of remodeling,
refurbishing and preparing for sale the
Existing Improvements (as defined in
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Last modified: May 25, 2011