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Date
Rule
802.30
Staff
Michael Verne
Response/Comments
Yes exempt under 802.3

Question

From:(redacted)

Sent:Friday, January 26, 2007 3:06 PM

To:Verne, B. Michael

Subject:Another question

Hi,Mike -

Isthe 802.30 exemption available in the following instance? Limited Partnership Acontrols Limited Partnership B, which owns greater than 50% of the votingsecurities of Company C, a corporation. Company C plans to issue additionalshares which will result in Limited Partnership B's ownership dropping below50% but a different limited partnership also controlled by Limited PartnershipA obtaining greater than 50% of the voting securities. Is this exempt becausethe ultimate parent entity (Limited Partnership A) is the same before and afterthe transaction (even though the actual entity holding the voting securitieschanges)?

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