Saba Partnership, Brunswick Corporation, Tax Matters Partner - Page 11




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               Sodbury’s partnership interest.  Saba I, slip op. at 38-               
               40.                                                                    
               •  Brunswick’s payment of $750,000 to ABN over 3 years                 
               (ostensibly for consulting services) that Brunswick charged            
               against its Accrued Disposition Costs reserve account                  
               allocated to partnership activity.  Saba I, slip op. at                
               39.                                                                    
               •  The June 19, 1990 den Baas memorandum (pertaining to the            
               Otrabanda partnership) which stated in pertinent part:                 
                    although the loan spread will be 30 bps. the                      
                    transaction will yield 85 bps. over LIBOR                         
                    (the difference to be paid separately).                           
                    Total remuneration $600,000 excluding the                         
                    Trust fee.  [Saba I, slip op. at 54.]                             
               • Brunswick’s payment of $645,000 to Bartolo in December               
               1990, ostensibly to gain control of Otrabanda, but referred            
               to in Brunswick’s accounting records as a fee.  Saba I,                
               slip op. at 71.                                                        
               Petitioner contends that ABN did not expect a specified                
          return on the funds that it invested in the partnerships and                
          downplays the mention of “upfront fees” in den Baas’ February 15,           
          1990, memorandum.  Petitioner suggests that den Baas was merely             
          conveying ABN’s hope “to earn a certain dollar amount of fees by            
          generating a relationship with Brunswick.”  We reject                       
          petitioner’s interpretation.                                                








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