Investment Research Associates - Page 162




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         in other employment, and no services were performed or expected               
         of them for these payments.                                                   
              We hold that the Hyatt payments, less Weaver's 30 percent,               
         were attributable to services provided by Kanter, Ballard, and                
         Lisle.                                                                        
         2.   The Frey Arrangement                                                     
              Frey was engaged in the business of converting apartment                 
         complexes into condominiums.  Frey agreed to share fees with                  
         Kanter in any project for which Kanter provided investors.                    
             Frey's agreement that he would share development and                     
         management fees with Kanter was formalized in two separate                    
         written agreements each dated October 12, 1981.  One agreement                
         was between Frey and IRA's subsidiary Zeus, and the other                     
         agreement was between Frey and Holding Co.                                    
              The written agreement with Zeus covered development fees and             
         profits shares from all condominium conversions of property of or             
         for Prudential, including all prior and future conversions.  The              
         agreement did not provide for termination by either party and did             
         not require Zeus to provide any funds or services.                            
         All of Zeus' income was attributable to the payments from                     
         the Frey corporation, interest income, and income from                        
         partnerships.  The commission payments from Frey were unrelated               
         to Zeus' investment in the partnerships.  Zeus did not provide                
         any capital or services for the commission payments.  Frey agreed             






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