Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 52




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               The TFV 1985 Form 1065 does not designate any partner as the           
          TMP of TFV.                                                                 
                    5.  Designation of TMP                                            
               Respondent received two letters with respect to the                    
          partnership, dated June 16, and September 29, 1988, respectively            
          (the June 16 and the September 29 letters, respectively).  The              
          June 16 letter states that, as referenced in the limited                    
          partnership agreement, the general partners have designated                 
          George L. Schreiber as TMP until the partnership termination.               
          The June 16 letter is signed by Messrs. Behrens, Wright, and                
          Schreiber, in various capacities with respect to AMCOR, in                  
          Mr. White’s case, or as a general partner of TFV.  The                      
          September 29 letter is similar, except that it designates                   
          Robert A. Wright as TMP for 1985 and until the partnership                  
          termination, and it is signed only by Robert A. Wright, “General            
          Partner”.                                                                   




                    6.  Consents                                                      
               On June 17, 1988, Mr. Schreiber executed a Form 872-P with             
          respect to TFV (the June 17 TFV Form 872-P for 1985) that, except           
          for the identification thereon of TFV, is identical to the AVA              
          Form 872-P for 1985.  The June 17, 1988, Form 872-P for 1985 was            
          executed by a representative of respondent’s on June 23, 1988.              
          On September 29, 1988, Mr. Wright executed a second Form 872-P              
          with respect to TFV (the September 29 TFV Form 872-P for 1985)              



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