Davenport Recycling Associates, Sam Winer, Tax Matters Partner - Page 28

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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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