1205005 Informal Interpretation

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.