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The August 7, 1989, memorandum by den Baas unambiguously
states that ABN will receive a specified payment from its
corporate partner because the partnership’s proposed investments
would not provide ABN with an adequate return on its capital.
The February 15, 1990, and June 19, 1990, memoranda by den Baas
issued with regard to ABN’s participation in Saba and Otrabanda,
respectively, echo the proposition that ABN will receive payments
from its corporate partner; i.e., Brunswick. Consistent with the
foregoing, we note that den Baas acknowledged at trial that he
understood from the start that the partnerships’ investments
would not provide ABN with the return it required on its funds.
These factors demonstrate to our satisfaction that ABN expected
that Brunswick would provide remuneration or fees in exchange for
ABN’s participation in the partnerships.
There is also ample evidence in the record that Brunswick
transferred fees to ABN. We first observe that petitioner is
essentially mum with regard to the $535,000 amount that Merrill
Lynch characterized as a fee and added to its valuation of Saba’s
LIBOR notes. The addition of this fee to the value assigned to
Saba’s LIBOR notes had the effect of inflating the price that
Brunswick paid ABN (through Sodbury) for 50 percent of its Saba
partnership interest.
Petitioner’s reply brief includes an objection to
respondent’s proposed finding of fact that the $535,000 amount
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