ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 51

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          backwards.  The partnership did not choose the Citicorp Notes               
          because they offered a put.  If ACM had invested in short-term              
          money market instruments or otherwise in accordance with the                
          criteria in its belated Investment Guidelines, it would not have            
          needed a put option.  The option was valuable because the                   
          partnership chose to invest all of its cash in 5-year notes of a            
          single issuer that were not tradeable on an exchange.                       
               e.  The pattern of ostensibly market-driven decisions                  
               Petitioner sums up the manner in which the partnership                 
          executed the section 453 investment strategy as follows:                    
                    Although the evidence clearly indicates that                      
                    the transactions ACM entered into were                            
                    contemplated from the outset, it is equally                       
                    plain from the record evidence that none of                       
                    the ACM transactions was "pre-wired" or                           
                    certain to occur.  Moreover, it is clear that                     
                    none of the parties was ever under any                            
                    obligation to undertake any of the                                
                    transactions:  Ultimately market events and                       
                    conditions dictated whether the transactions                      
                    went forward and the terms on which they went                     
                    forward.                                                          
          The pattern of market-driven decisions that petitioner describes            
          cannot be found in the record.  On the contrary, the record                 
          reveals only a series of inconsistencies between the steps                  
          actually taken and the decisions that tax-independent                       
          considerations would have implied.  There is no evidence that the           
          occurrence or timing of any of these steps was a function of                
          anything other than tax planning.                                           







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