ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 121

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          Treasury securities or futures, or through matching swaps with              
          third parties.                                                              
               In order for the hedging of Kannex's risks to be both                  
          effective and lucrative, the selection of Treasury securities               
          used in the construction of hedge positions had to be consistent            
          with the selection of Treasury securities used in the revaluation           
          of the Colgate debt within the partnership.  Aware of these                 
          hedging operations, Merrill accommodated them by consulting with            
          ABN on the valuation of ACM's Colgate debt whenever changes in              
          value were likely to affect Kannex's capital accounts.  Thus, one           
          Merrill internal memorandum described the procedures for an                 
          upcoming revaluation:                                                       
                    Since Kannex must actually trade Treasuries                       
                    based upon the Base Treasury yields, Kannex                       
                    would determine yields on Base Treasuries for                     
                    each Note.  These yields, along with                              
                    previously determined spreads, are used by ML                     
                    to set prices of each Note.                                       
               Under its Revolving Credit Agreement with Kannex, ABN                  
          reserved the right to sell participations, provided that it would           
          remain solely responsible for performance of the obligations owed           
          to Kannex under the Agreement.18  Beginning in the fall of 1989,            
          ABN offered a number of banks the opportunity to participate in             


               18 Details of the syndication of the loan to Kannex and                
          details of Kannex's ultimate liquidation, which are related                 
          hereafter, shed light on the character of the relationship                  
          between Kannex and ABN.                                                     






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