ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 44

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          of course, ABN would take steps to manage these risks                       
          independently.                                                              
               To secure a partner for Colgate that would bear most of the            
          interest rate risks of the liability management partnership's               
          investments, Taylor approached the Financial Engineering Group of           
          a major foreign commercial bank.  As a rule, financial                      
          institutions like ABN do not expose themselves to interest rate             
          risk; it is a common practice of such institutions to hedge their           
          positions as promptly and fully as practicable.  Taylor and his             
          Swap Group knew this well enough to offer structured transactions           
          that eliminated interest rate risks to BOT, BFCE, and                       
          Sparekassen, as well as to all the banks that issued or purchased           
          LIBOR Notes in connection with each of the section 453                      
          partnerships that Merrill promoted.  Taylor's Swap Group would              
          not need to offer similar services to ABN.  That would be the               
          responsibility of den Baas and his Financial Engineering Group,             
          whose regular business was to devise sophisticated structures for           
          hedging interest rate and currency risks.  As Kannex's financial            
          adviser, den Baas's Group performed the function for which they             
          had been recruited.                                                         
               As a witness, Taylor was asked about his expectations                  
          concerning the manner in which ABN would handle the risks of                
          Kannex's participation:                                                     








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