Question
From:(redacted)
Sent: Monday, September 10, 2007 5:18 PM
To: Verne, B. Michael
Cc: (redacted)
Subject Principal Offices Question - ForeignPerson
Dear Mike,
We are seeking to confirmthat our client, an investment fund (the "Fund"), is a foreign personfor HSR purposes. We are informed asfollows:
The Fund is its own ultimate parententity;
The Fund's headquarters address is in Europe and itis organized under the laws of the Cayman Islands;
The Fund, which has no officers, hasthree directors: one is a European citizen whose residence and office are inthe Cayman Islands; the second is a European citizen whose residence and officeare in the Cayman Islands; and the third is a US citizen with a residence andoffice in the US;
The Fund maintains its organizationdocuments in the Cayman Islands;
The Fund does not have an office in the US;
The Fund's essential functions, i.e.,raising money, administration (fund accounting, tax, investor reporting, etc.) and investing are carried out on behalf ofthe Fund by other entities not controlled by (and not controlling) theFund;
The entity raising money on behalf ofthe Fund is located in the US; administration is handled by two entities onelocated in the US and the other in Europe; and investing is handledby a New York entity. Again, these entities are not controlled by(and not controlling) the Fund;
The Fund's financials are prepared inaccordance with US GAAP, and independent auditors are engaged in the US.
Board meetings are held telephonicallywith each director participating from his respective office.
We believe that under these circumstances the Fund is notorganized under the laws of the US and does not have its principaloffice in the US. We would appreciate if you could please confirm ourview.