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high business acumen who could perceive value in businesses,
value in deals, * * * [and] value in future businesses". Marcus
informed petitioner that offering materials were available for
review and that a limited partnership unit sold for $50,000.
Petitioner told Marcus that he was unwilling to invest $50,000.
A few days later Marcus again approached petitioner and informed
him that he could purchase half of a limited partnership unit for
$25,000.
Petitioner reviewed the Resource offering memorandum over
the course of several days. He testified that he did not
understand certain portions of it and did not thoroughly review
the section disclosing potential conflicts of interest. The
credentials of F & G Corp.'s evaluators, Ulanoff and Burstein,
allegedly impressed petitioner. When he read Burstein's report,
petitioner recalled: "I didn't really understand what he was
talking about most of the time, but I could read the
conclusions." Petitioner claims he thought that Ulanoff and
Burstein were independent experts. He could not recall reading
the disclosure in the offering memorandum that Burstein was a
client and business associate of Miller's. The offering
memorandum disclosed that Miller was the General Counsel for PI
and a 9.1-percent shareholder of F & G Corp., and that he
represented Grant, Roberts, and several shareholders of F & G
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