Question
From: (redacted)
Sent: Sunday, July 01, 2007 10:53 PM
To: Verne, B. Michael
Subject: Please Confirm; Rule 801.1(e)(2)(ii)
Mike,
Thank you for agreeing to confirmyour oral guidance.
During our call on June 19, youconfirmed that a private equity or hedge fund would be a Foreign Person forRule 801.1(e)(2)(ii) of the HSR Act purposes based on the following indicia:
1.Thefund is a partnership organized under the laws of a foreign jurisdiction (Caymen Islands).
2.Twoof the three directors are either foreign persons or foreign corporations.
3. The fund has no principal office andno offices in the United States.
4. The fund has no officers.
5.TheBoard of the fund (or its equivalent) generally does not have physicalmeetings; actions are undertaken by written consent.
6.Thereis a management company for the fund that is located in New York City. The management company hasdiscretion to make investments on behalf of the fund's investors, but does notControl the fund for HSR Act
purposes.
Please confirm that you agree thatthe above fund is a Foreign Person for HSR Act purposes.
Would your view change if the Boardof the fund (or its equivalent) had meetings located in New York? I assume not, but please confirm.
Havea terrific 4th of July holiday. Thank you.