0411009 Informal Interpretation

November 18, 2004

Mr. B. Michael Verne
Premerger Notification Office
Bureau of Competition - Room 303.
Federal Trade Commission
600 Pennsylvania Avenue, N. W.
Washington, D.C. 20580

Investment Fund Structure

Dear Mike:

I am writing to memorializeadvice you provided to (redacted) and me during our conference call earliertoday about the treatment of the investment fund structure described belowunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the"HSR Act"), and regulations promulgated thereunder(the "Rules"). The relevant facts are described below and a diagramillustrating the proposed structure is attached as Exhibit A to this letter.

2. The share capital of Fund Cowill be divided into three classes of shares. There will be two separateclasses of non-voting shares and one class of voting shares.

(a) Several pension funds whose ultimate parent entity ("UPE") is CompanyA will own all of the Class A Shares of Fund Co and will provide slightly lessthan 90% of Fund Co's capital. The Class A Shares will be nonvoting.

(b) Investor B, an entity whose UPE is Company B, will own all of the Class BShares of Fund Co and will provide slightly less than 10% of Fund Co's capital.The Class B Shares will be non-voting.

(c)A U.S. limited liability company formed by Company B and members of the teamthat will manage the investment activities of Fund Co (the "ManagementLLC") will own all of the Class C Shares of Fund Co and will provide lessthan 1% of Fund Co's capital. The Class C Shares will be voting shares.

3. The three classes of shares will have different economicrights.

(a) TheClass A Shares will be entitled to receive a percentage of dividends or otherdistributions (other than return of capital) that is less than their percentageof the total capital contributions.

(b) TheClass B Shares will be entitled to receive a percentage of such dividends ordistributions that is somewhat greater than their percentage of the totalcapital contributions.

(c) The Class C Shares will be entitled to receive a percentage of such dividendsor distributions that is significantly greater than their percentage of thetotal capital contributions.

4. Fund Co will have a Board ofDirectors that will make all of Fund Co's investment decisions with theapproval of Management LLC as the holder of the voting Class C Shares. All ofthe directors of Fund Co will be elected by the Management LLC. Consent of theholders of the Class A Shares will be required in certain limitedcircumstances. For example, no more than 25% of Fund Co's capital may beinvested in non-US portfolio companies without the consent of the holders ofthe Class A Shares.

5. Company B will be the managing memberof the Management LLC and members of the investment management team will benon-managing members of the Management LLC. The members of such management teammay be entitled to receive a small percentage of the dividends or distributionspaid with respect to the Class B Shares.

6. None of the members of theManagement LLC will be entitled to receive 50% or more of the capital orprofits of the Management LLC. Thus, the Management LLC will be its own UPE and,because it will hold 100% of the voting shares of Fund Co, the Management LLCwill be the UPE of Fund Co. As a result, Management LLC would be the partyresponsible for making any necessary HSR filings inconnection with Fund Co's investments.

7. The capital of Fund Co islargely funded by pension plans that have no role in managing Fund Co or makingany of Fund Co's investment decisions. We have proposed this structure so thatthe pension plans are not considered to have "control" of Fund Co forany purpose, including HSR.

8. Basedon the facts presented, you advised that:

(a) Under current interpretations of the HSR Act and Rules, the Staff will treat Fund Co's voting andnon-voting shares as securities of a corporate entity and not as partnershipinterests for purposes of the HSR Act's definition of "control".

(b) The Staff will not deem the proposedstructure to be a device for avoidance subject to Rule 801.90.

Please let meknow if you think the above does not accurately reflect your advice.