Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 92




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              The partnership agreement stated that an act of the                     
         partnership committee would require the vote or consent of                   
         partners whose aggregate partnership percentages were not less               
         than 95 percent.                                                             
              By letter dated June 20, 1990, Otrabanda engaged Fides to               
         perform certain administrative and investment management                     
         services.  By letter dated June 20, 1990, Otrabanda entered into             
         an indemnity agreement with Fides.  During 1990 through 1991,                
         Otrabanda made the following payments to Fides:                              
                   Date                        Amount                                 
                   September 6, 1990        $50,822.79                                
                   November 14, 1990        1,471.75                                  
                   February 14, 1991        1,742.61                                  
                   March 15, 1991           2,390.15                                  
                   June 21, 1991            1,028.01                                  
         On June 21, 1990, Brunswick representatives O'Brien and                      
         Zelisko attended Otrabanda's organizational meeting in Bermuda.              
         ABN's representative, de Beer, participated in the meeting by way            
         of telephone conference call.                                                
              By letter agreement dated June 21, 1990, Otrabanda engaged              
         Merrill Lynch as its financial adviser.  The June 21, 1990,                  
         letter 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 Otrabanda.                                                 







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