ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 123

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          understanding.  Beside the heading "Guarantor", the following               
          explanation appears:  "Subsidiary of ABN will borrow against a              
          firm takeout at maturity".  Considering its reliance on the                 
          repeated participation of a small group of banks to sustain its             
          involvement in numerous section 453 partnerships, it is not                 
          surprising that ABN would wish to imply, and that the investors             
          would be prepared to infer, that they could look to ABN for                 
          repayment.                                                                  
               Generale Bank, Banco Espirito Santo, and Banco di Roma                 
          acquired participations in Kannex's loan in amounts between                 
          $25 million and $75 million.  All participations were repaid by             
          July 1991.  The loan from ABN Cayman Islands was ultimately                 
          repaid out of the liquidating distribution that Kannex received             
          at the end of November 1991.  Owing to the preferred return that            
          Kannex received from Southampton and appreciation of Colgate debt           
          as a result of the decline in interest rates, there was a                   
          sizeable surplus remaining after repayment of the loan, as shown            
          on Kannex's balance sheet for the period ended November 30, 1991.           
          Kannex did not retain this surplus.  Kannex also did not                    
          distribute this surplus to its nominal shareholders when Kannex             
          was liquidated shortly thereafter.                                          
               Following the redemption, Kannex's swaps with ABN were                 
          terminated.  The benefit that Kannex had enjoyed from a fall in             
          interest rates for purposes of the valuation of its partnership             






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