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investors a subsequent letter discussing the issues Miller had
raised.
At some point after Miller sent his letter, Davis,
Fieldstone, and Winer became concerned that because the partners
Winer had listed as the new TMP's were all limited partners, they
might be ineligible to serve as TMP's under section 6231(a)(7).
The parties involved also were concerned by Miller's
interpretation of the proposed regulations that the mailing of a
letter of resignation by Winer to the partners was ineffective to
terminate his own status as the TMP or to designate a new TMP
under existing law.
In a June 23, 1986, letter to Davis, Fieldstone proposed
that Winer "continue to serve as the tax matters partner solely
for the purpose of providing administrative services in such
capacity and not for the purpose of rendering any substantive
legal advice to limited partners." Fieldstone also wrote that
"Mr. Winer is willing to comply with your request to resign as
tax matters partner if such resignation were possible under
existing law, which apparently it is not."
In response, Davis, reversing her earlier opposition to
allowing Winer to serve as TMP, wrote Fieldstone on August 7,
1986, that the United States would agree to allow Winer to
continue to serve as TMP, for the purpose of providing
"administrative services to the recycling partnerships."
Subsequently, on August 11, 1986, the United States and Winer
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