9808006 Informal Interpretation

(redacted)

August 17,1998

Ms. Alice Villavicencio
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th and Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Dear Ms. Villavicencio:

Thank you speaking with me and my colleague (redacted) by telephone last Friday concerning our client's proposed business combination. All you requested, in order to allow you to assist us in determining whether or not our client must submit a Pre-merger Notification Filing in connection with the transaction, set forth herein is a description of the proposed transaction.

The transaction is a consolidation in which the assets of eleven currently separate partnerships (the "Partnerships") and the management assets (employees, computer systems, etc,) of ABC, L.P. ("ABC") will be consolidated into a single financial services corporation ("Newco"). The total assets of Newco following the consolidation will be slightly in excess of $100,000,000. The net sales and total assets of each of the partnerships and ABC according to their most recently prepared financial statements are set forth on Exhibit A hereto. The limited partnership interests and/or beneficial unit certificates representation assignments of limited partnership interests in each of the Partnerships (the "Units") are registered under Section 12A of the Securities Exchange Act 0f 1934, but the Units are not listed on Nasdaq or any other national exchange or market.

In exchange for the assets contributed to Newco in the consolidation, Newco will issue shares of Common Stock of Newco which will be allocated to ABC and, through the partnerships, to the holders of Units in the Partnerships ("Unitholders") and the General Partners of the partnerships in respect of their respective ownership of interests in each of the Partnership. As noted above, of the Partnership's Units are registered under Section 12A the Exchange Act and the number of the Unitholders in each partnership ranges from approximately 360 to approximately 4,100. The Shares will be allocated to Unitholders and the General Partners based on the number of Units and/or percentage of equity they respectively own in such Partnership. The value of the Newco stock that will be distributed to any particular Unitholder or General Partner will be far less than $15 million. A diagram of the consolidation is enclosed for your convenience. The amount of Newco stock that will be distributed to ABC will be approximately 23% of the issued and outstanding shares of capital stock of Newco.

The allocation of the shares of Newco stock among the Partnerships and ABC will be based upon valuations of the assets that each partnership will contribute to Newco in the consolidation and the valuation of the management assets contributed to Newco by ABC. The valuations of the assets contributed by the Partnerships and ABC are set forth as Exhibit B hereto. The allocation of shares among the Partnerships was made based on the relative adjusted net asset value of each Partnership.

As we discussed on Friday, the proposed consolidation is a rule 801.40 transaction as described in the H-S-R regulations. We believe that because the Unitholders and the General Partners in the Partnerships will be passive investors in Newco who will each receive only a small percentage of Newco stock that they are not required to file. We believe that ABC is not required to file because there is no other acquiring person in the transaction that is subject to the H-S-R Act that has annual net sales or total assets of $10 million or more

If you have any questions concerning the proposed transaction, please do not hesitate to call me at my number listed above. I look forward to discussing your analysis of the transaction after you have completed your review.

Thank you for your assistance.

Sincerely

(redacted)

cc: (redacted)

Exhibit B The following table and sets forth the net asset value of the assets contributed by each of the Partnerships and ABC to Newco as determined by an independent appraiser for purposes of the consolidation.

Diagram of Transaction

[Note 1]