Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 62




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         executed a second letter agreement in which Saba agreed to                   
         indemnify Fides.  During 1990 and 1991, Saba made the following              
         payments to N.V. Fides:                                                      
                   Date                       Amount                                  
                   May 21, 1990             $53,921.81                                
                   August 22, 1990     1,156.50                                       
                   September 20, 1990       972.16                                    
                   January 3, 1991     1,035.10                                       
                   March 15, 1991           1,093.31                                  
                   April 17, 1991           1,191.57                                  
                   June 21, 1991            1,074.35                                  
              On February 23, 1990, Saba (through Fides) and Merrill Lynch            
         executed a letter agreement under which Merrill Lynch agreed to              
         act as Saba's exclusive financial adviser.  The letter agreement             
         does not state the amount of Merrill Lynch's fee for such                    
         services.  Merrill Lynch expected to be compensated for its                  
         services (at least in part) by acting as the dealer in                       
         transactions with Saba.                                                      
              Saba maintained certain audited and unaudited financial                 
         statements.  The audited financial statements were prepared by               
         Arthur Andersen, Willemstad, Curacao (Arthur Andersen).  The                 
         unaudited financial statements were prepared by Fides pursuant to            
         its agreement with Saba.                                                     
         Saba made the following payments to Cravath, Swaine & Moore                  
         and Arthur Andersen for professional fees:                                   









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