ASA Investerings Partnership, Alliedsignal Inc., Tax Matters Partner - Page 12

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                    On April 19, 1990, AlliedSignal, ASIC, Barber, and                                            
             Dominguito formed ASA as a partnership under New York law.  In                                       
             April and May 1990, they transferred a total of $1,100,000,000 to                                    
             ASA.  The following chart delineates the amount of funds                                             
             transferred by each partner:                                                                         
                                                                        Percentage                               
                                  Amount Transferred to ASA              Interest in ASA                          
             AlliedSignal               $99,000,000                      9                                        
             ASIC                       11,000,000                       1                                        
             Dominguito          594,000,000                                    54                                
             Barber                     396,000,000                             36                                
             The funds that Barber and Dominguito transferred to ASA had been                                     
             borrowed from ABN pursuant to their respective revolving credit                                      
             agreements.                                                                                          
                    C.  The Partnership Agreement                                                                 
                    On April 18, 1990, the partners executed the ASA partnership                                  
             agreement.  The partnership agreement did not incorporate the                                        
             Bermuda Agreement but provided guidance in the following areas:                                      
                    Purpose:  ASA would be organized:                                                             

                    for the object and purpose of making investments in                                           
                    notes, bonds, debentures, and other interest bearing                                          
                    instruments, owning, managing and supervising such                                            
                    investments, sharing the profits and losses therefrom,                                        
                    and engaging in such activities necessarily incidental                                        
                    or ancillary thereto.  The Partnership is also being                                          
                    organized to enable * * * [AlliedSignal and ASIC] to                                          
                    reduce their credit risk exposure on investments while                                        
                    obtaining a yield in excess of what they could obtain                                         
                    from U.S. treasury securities and to enable * * *                                             
                    [Barber and Dominguito] to earn a rate of return in                                           
                    excess of the rate available on direct investments in                                         
                    the securities which the Partnership plans to purchase.                                       




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