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NY 46-2507 financed through o mortgage bond issue of the Metropolitan Life Insurance Company. He stated that Lehman Brothers was paid a. commission for their assistance in this matter, ‘ BERENSON advised that probably by early October 1917 he knew wh2 he distribution of stock was; that is, heres Wad to DUDLEY, hares to BOWEN andl snares to himse previously se th, he advised tha c paid share for the shares of stock lssued to him, . 4A Pat wea mnaa ’ that he dovs not know whether DUDLEY and BOWEN ever paid USFC for the stock issued to them. TT ee ETT ES TEE: ete 4 He statod that he assumcd that DUDLEY and BOWEN were merely nominces ind that actually he was the principal stock- holdor of USPC. He statcd that he questioned DUDLEY concerning . the stock setup and DUDLEY gave hima rather vague answer. He said thet he was busy with other matters concerning USPC and never questioned DUDLEY specifically about the stock setup but actually assumed that they wore merely nominocs,. ial - EE aT oh ee et nr haba * fete, . kad - _ i PY Reepa Aa te ee ea \ : : am oa BERENSON advised thet he did not understand how the stock had been issusd to DUDLSY. BERENSON wunt down to ashington, D. C. and spoke to ROSENB/.UM. This discussion tock - vince shortly: after the officers in the corporation had-been --.— : : chosen. BERENSON told ROSENB:.UM that USPC was his, BERENSON'!s, ‘Ybaby"and ROSENBAUM commented that “this may be e protty good thing you. will have in your hands if you gct the ships." BERENSON remirked that he had agroed to pay a fee to ROSENBAUM, and ROSENB/.UM commonted, "Wull, the least you can do is to give Goodwin, Rosenbaum and Menchim a five-yeor retainer to be the corporstion's attorneys." BERENSON asked ROSENBAUM lun 11 eta . how about the stock, ROSENB/UM rcpliod, "When the allocation comes through, you will get the stock nat $2. a share"and then ROSENBAUM added, "Lot's put something on paper," CASEY, DUDLEY and ROSENBAUM o11 drafted up a paper which was conditioned on the allocating of the vessels to USPC, - The retaincr for legal sorvices was ot tho rate of $35,000. a year if DUDLEY and BOWEN turn over all stock to BERENSON. ‘Tho retainer would bo at the rate of $25,000, a year if DUDLEY and BOWEN keep ten sh-res cach of the stock. BERENSON romarked timt