Question
From:redacted)
Sent:Wednesday, March 23, 2005 4:45 PM
To:Verne, B. Michael
Cc:(redacted)
Subject:4(c) Obligations
Today we hadthree telephone conversations with you regarding the Item 4(c) reportingobligations of a private equity fund. The fund at issue is a partnership thatis it's own UPE. The limited partners of the fund are investors. The generalpartner manages the fund. The fund itself has no employees and no officers ordirectors. The general partner of the fund is a partnership that does not haveany officers, directors or employees. Rather, the general partner is controlledby an LLC. The LLC has an investment committee, the duties of which includedeciding whether to make acquisitions and sales of businesses. Your view wasthat members of the investment committee, but not other employees of the LLC orthe LLC's affiliates, should be treated as officers or directors for 4(c)purposes.
We pointed outthat some of the members of the investment committee may be part of the dealteam for a particular deals -- the people who are deeply involved in theday-to-day due diligence and negotiation. In the course of those duties thedeal team members will receive and/or create documents that contain 4(c)content. Some of those documents are presented to the investment committee as such,others never make it beyond the deal team. You agreed that insofar as a memberof the investment committee received or created a document in his capacity as amember of the deal team, that document would not be a 4(c). Only documentspresented to the investment committee as such would potentially be 4(c)documents.
In addition, amember of the deal team is also a member of the board of a company owned by thefund. It is this company that is making the acquisition at issue. You agreedthat insofar as a document was created by or for him in his capacity as amember of the deal team, it would not be a 4 (c). The document would only be a4(c) if it were created by or for him in his capacity as a member of the board.
Please let meknow whether this accurately reflects our conversations, and whether you agreewith the conclusions set out above.