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Date
Rule
802.9, 802.64, 801.4
Staff
Michael Verne
Response/Comments
Each would be a separate secondary acquisition and could (assuming the percentages are low enough) qualify for either of these exemptions.

Question

From: (redacted)
Sent: Wednesday, September 07, 2005 12:33 PM
To: Verne, B. Michael
Subject: Quick question

Mike:

A client of ours that is an investment/securities company proposesto acquire some assets from another investment/securities company. The assetsof the business (other than the employees) are fairly minimal, with theexception of a bunch of stock of different issuers that is held for the benefitof customers of the target company. The transaction contemplates buyer payingfor this stock as "inventory," but it seems to me that this part ofthe transaction may be exempt under 802.9, for example, or 802.64. What do youthink?

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