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Contacted (redacted). Informed him that we (including R Smith) agree with conclusion, specifically 1. actual adjusted price is the consideration 2. A is merely acting as an “agent” for C & D.

I concur with this letter; call (redacted) 8-28-92

The Investment Advisor/Manager is the general partner of the three partnerships. Pursuant to the partnership agreements, the General Partner has what appears to be certain indicia of beneficial...

8/19/92. Based on the fact scenario set forth in this letter, and the assumed correctness of the legal research, I advised (redacted) that John Sipple and I were of the view that Company X could...

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A "Rehabilitator" appointed under state law for the rehabilitation of an insurance company is acting as a political subdivision of a state and transactions are exempt under C-4ordered, approved and...

As long as Co. A acquires the Partnership interests together; if Co. A acquires them one a ta time then Co. A may become the UPE of Part.; then acquisition of final Part. interest will be reportable...

Called (redacted) 7-15-92; I disagree - not exempt under 802.20(b) - you “live or die” by your last annual income statement; Richard Smith concurs

OK--TFH, 7/13/92

7/1/92 advised (redacted) that transaction is non-reportable as long as financials were within 15 months of closing, which he said they would be. Also, he advised that fair market value of assets was...

I concur; see Practice Manual #321 and SBP, 43 Fed.Reg. 33532 (1978)

Underlying facts indicate that beneficial ownership has not passed to B; the loan is not the purchase of assets.

1) the “continuum theory” does not apply because of the potential time gap in the acquisition by the intermediary 2) Is the intermediary acting as an agent? 3) This is not the view of the Federal...

This letter is correct. I concur. Richard Smith concurs.

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