Question
From:(redacted)
Sent:Tuesday, April 27, 2004 11 :03 AM
To:Verne, B. Michael
Subject: FW:Investment Advisers
Mike: Set forth below is a messageI sent yesterday to Karen Berg. I do not know if she is in, so I am forwardingthis message to you. I have also left you a voicemail message. Please give me acall to discuss this matter.
Thanks.
> -----Origin Message----
> From:(redacted)
> Sent: Monday, April 26, 2004 4:43 PM
> To:kberg@ftc.gov
> Subject: Investment Advisers
> A registered investmentadviser with discretionary authority will purchase securities for (i) clientswhich are separately managed accounts, and (ii) a limited partnership of whichan affiliate of the investment adviser is the general partner. These securitieswill not be purchased "solely for the purpose of investment." I wishto confirm that the securities held by the separately managed accounts will notbe aggregated with the securities held by the limited partnership for purposesof determining whether the size of transaction threshold (e.g., over $50million of voting securities) has been reached. I believe that with respect tothe separately managed accounts, each separately managed account (and not theinvestment adviser) is the "holder" of the voting securities and thatwith respect to the limited partnership, the limited partnership (and not theinvestment adviser or the limited partners) is the "holder" of thevoting securities. I note Interpretation 54 of the ABA Antitrust Section'sPremerger Notification Practice Manual (3rd. Ed.) which, although related, isnot precisely on point. Any clarification you can provide with respect to thisset of facts would be appreciated.