| 1. |
In what state
and on what date was the Passive Investment Company (PIC) incorporated? |
| 2. |
What was the specific business
purpose for forming the PIC? |
| 3. |
What sources
were used to capitalize the PIC? Be specific. Include company names, FEI’s and
relationship between each. |
| 4. |
Who controlled (Company name and
signatory authority name) the sources of capitalization for PIC? What documents exist to
verify the above questions? |
| 5. |
Does the PIC have total authority
and control when making investment decisions? If not list names, titles, and affiliations
of persons who have authority and control to make such decisions and to what extent. |
| 6. |
What specific
assets do the PIC own/control? Where are they located? |
| 7. |
What tangible/intangible assets are
maintained at the PIC’s physical location? |
| 8. |
Are the assets located at the
PIC’s address shown on the Federal Return? |
| 9. |
Where are the PIC’s stock
certificates and registers located? |
| 10. |
In what state are the PIC’s
corporate books and records, investment records, cash receipts and disbursements
maintained? |
| 11. |
Where do the internal memoranda or
company policies concerning day-to-day operations, investments and personal matters
originate? |
| 12. |
In what state is there a phone
listing (white or yellow) for the PIC? |
| 13. |
Where are the corporate minutes of
the PIC maintained? If necessary could the minutes be provided for inspection at the above
location? |
| 14. |
What are the operations of the PIC?
Specifically, who has the authority to routine expenses? |
| 15. |
Does the parent
company or any other subsidiaries borrow/loan money or assets to the PIC? |
| 16. |
What kind, type, where and what
bank accounts are maintained? |
| 17. |
Do any employees/officers have
signature authority in the PIC physical location? |
| 18. |
List the names and titles of the
officers and their state of residency of the PIC. |
| 19. |
List the names, state of residency,
and companies represented by members of the Board of Directors of the PIC. |
| 20. |
Are any of the above officers or
board members associated with any other affiliated company? If so list the names and
titles and the common company(s) they work for, or for Boards they serve on. |
| 21. |
Which officers or Board members
make decisions regarding the operations of the PIC? |
| 22. |
For each year
under audit when and where are the Board of Directors meeting held and how often? |
| 23. |
How many employees does the PIC
have? What is the state of residency of each employee? |
| 24. |
Do any
employees/officers of the PIC have the authority to make contracts? |
| 25. |
Does the PIC
train its employees for specific duties only associated with the PIC? |
| 26. |
Who has the
right to hire, supervise, pay and terminate the PIC’s employees? |
| 27. |
Are the
PIC’s employees full time or part time employees? Provide your definition of full
time. For each audit year give the hours worked for each employee. |
| 28. |
Are the
PIC’s full time employees solely employees of the PIC? |
| 29. |
List any of the
PIC’s employees who provide services to other affiliated companies and percentage of
the time they do so. |
| 30. |
Do the employees
of the PIC have the right to terminate their employment with out liability to themselves? |
| 31. |
If appropriate
please provide a copy of the operating agreement between the PIC and the company(s) making
the royalty payments to the PIC. Include a detailed explanation of how the royalty
payments are determined. If an independent analysis was commissioned to determine a rate
the PIC charges to use the trademarks, please provide a copy of the study. |
| 32. |
On what date has
the PIC filed and application for recognition of exempt status in Delaware under section
1902(b)(8)? |
| 33. |
For what years has the PIC filed an
annual Delaware Return for Holding/Investment Company on form 1902(b)? |
