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Date
Rule
801.1(b)
Staff
Michael Verne
Response/Comments
This sounds like series LLCs which we have dealt with recently. You are right, the different series of units are not separate legal entities, so you would look at whether anyone has the right to 50% in aggregate.

Question

From:

(redacted)

Sent:

Friday, May 11, 2012 12:59 PM

To:

Verne, B. Michael

Subject:

Another LP question

HiMike,

Thisis another LP question. This is a Delaware LP that has issued various series ofunits. Basically every time the LP wants to raise money for a new investment itissue a new series of units. Now they have Series A units, Series B units andare in the process of issuing Series C units. With the exception of a fewshared assets, the units track a specific investment. For example, the returns(profits and assets) of the Series A units would track the Series A investment,etc. All the units would receive a portion of the return from the shared assetsbut otherwise the returns would be limited to the specific investment. Todetermine whether the LP is its own ultimate parent entity I assume the testwould be applied to the LP in the aggregate and not by Series. To be clear, thetest is whether anyone LP investor had the right 50% or more of the profits or50% or more of the assets upon dissolution of the LP in the aggregate.

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