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Date
Rule
802.4
Staff
Michael Verne
Response/Comments
Yes exempt under 802.4.

Question

From:(redacted)

Sent:Monday, April 24, 2006 4:35 PM

To:Verne, B. Michael

Subject:Quick question

I hope this is an easy question, but I'm not sure ofthe answer.

Xholds a 30% equity interest in a limited (call it is "upstream")partnership, the sole asset of which is a 20% interest in another("downstream") limited partnership.

Xincreases its equity interest in the upstream partnership to 50%, such that thetotal value of its holding exceeds $567 million. Is the transaction exemptbecause the upstream limited partnership holds no non-exempt assets?

Iwould say it's exempt, but am I missing something?

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