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Date
Rule
Form Item 2(b)
Staff
Michael Verne
Response/Comments
Just the noncorporate interests box.

Question

From:(redacted)

Sent:Tuesday, July 25, 2006 10:07 AM

To:Verne, B. Michael

Subject:Two questions about completing the form, and in particular about item 2(b)

Hi Mike:

Ithink it used to be true that we would not check the box labeled"merger" where the merger was between two LLCs, and the reason wasthat "merger" related only to entities with voting securities. Stilltrue, or was this approach abandoned when the unincorporated entities revisionswere made?

Itused to be that we would check the box "acquisition of assets" in theLLC to LLC merger situation because we looked through the acquired LLC to theunderlying assets. The latest changes to the Form offered a new box for"acquisition of noncorporate interests." It isn't clear to me whetherI should check both the assets box and the noncorporate interests box (in thesame way that I check both the acquisition of voting securities box and themerger box in a corporate merger), or just the noncorporate interests box.Could you clarify this for me?

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