ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 28

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          swap in this way is to defeat its very purpose as a hedge against           
          Colgate's exposure to the underlying debt issuance.                         
               From Colgate's perspective, the partnership's investment in            
          the LIBOR Notes had the same effect as the modification of the              
          swap in this hypothetical.  To the extent that changes in their             
          value were inversely correlated with changes in the value of the            
          Colgate debt, the LIBOR Notes counteracted the hedging effect               
          that Colgate was trying to achieve through its position in the              
          partnership and thereby increased Colgate's exposure to interest            
          rate risk.                                                                  
               Pohlschroeder's October 3, 1989, memorandum contains                   
          quantitative projections that show this clearly.  Pohlschroeder             
          analyzes the effects of a 200 basis point parallel shift in the             
          Treasury yield curve on Colgate's financial position.  The table            
          presents his results.                                                       





















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