Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 51




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               and obligations of a Co-General Partner in the above                   
               named partnerships.                                                    
               Sincerely,               UNDERSTOOD AND AGREED TO:                     
               American Agri-Corp       By:                                           
               /s/                      /s/                                           
               Fred H. Behrens          Robert A. Wright                              
               Chairman                                                               
               /s/                      /s/                                           
               George L. Schreiber      James D. Dannenbaum                           
               Vice Chairman                                                          
               /s/                                                                    
               Robert A. Wright                                                       
               Senior Vice President                                                  

                    4.  Partnership Returns                                           
               For tax purposes, the partnership makes its return on the              
          basis of a calendar year.  For 1984 and 1985, the partnership               
          prepared Forms 1065, U.S. Partnership Return of Income (the TFV             
          1984 and 1985 Forms 1065, respectively).  Respondent received the           
          TFV 1984 Form 1065 at his Fresno, California, service center on             
          March 25, 1985, and the TFV 1985 Form 1065 at his Austin, Texas,            
          service center on April 11, 1986.  Each of such returns shows               
          TFV’s address as:  C/O AMCOR, “5000 BIRCH ST., STE 610 EAST                 
          TOWER, NEWPORT BEACH, CA 92660".  The TFV 1984 Form 1065 is                 
          signed “Joseph O. Voyer Treasurer”.  It shows the date of that              
          signature as February 5, 1985.  It does not state the                       
          organization, if any, of which Joseph O. Voyer was treasurer.               
          TFV never had a treasurer; Mr. Voyer was never a partner of TFV.            
          Mr. Voyer was an officer and employee of AMCOR.                             




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