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Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...

Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.

This is an acquisition of rights in and to unproductive property and assets incidental to real property for $20 MM – exempt under (c)(1); called (redacted) 9-9-92; Tom Hancock and Richard Smith concur

See File #9208011 for original letter

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)