Question
(redacted)
October 14, 1999
Nancy Ovuka, Esq.
Federal Trade Commission
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Ms. Ovuka:
The purpose of this correspondence is to confirm our recent discussion concerning the status of a state retirement fund for HSR purposes.
Our client in this matter in the (redacted). The (redacted) (referred to as (redacted)) was created by self-executing provisions of Article XVI, Section 70 of the Constitution of the State of Texas (see enclosure A). (Redacted) (referred to as (redacted)) was created under Subsection (m) of Article VI, Section 70 of the Constitution of the State of Texas and Texas House Bill 183 of Legislative Session 75(R).
(Redacted) are each managed by a board of trustees consisting of four public members appointed by the Governor of Texas and one member from and elected by the membership of each of the following: (i) the Board of Regents of the University of Texas System; (ii) the Board of Regents of the Texas A&M University System; (iii) the Board of Trustees of the Teacher Retirement System of Texas; (iv) the Board of Trustees of the Employees Retirement System of Texas; and (v) the State Board of Education. The Boards of Trustees of (redacted) are charged with managing the investments of the Funds and may employ and retain staff, including an executive director. The Boards of Trustees of Fund I and II have each determined that the Funds will be established and operated as a series of separate trusts. Consequently, with respect to Fund I, there is (i) the (redacted) 1991 Trust and (ii) (redacted) 1995 Trust. With respect to Fund II, there is the (redacted) 1998 Trust.
The governing boards of the Texas Permanent University Fund, Texas Permanent School Fund, Teacher Retirement System of Texas, Employees Retirement System of Texas and any other pension and retirement funds created under the Texas Constitution or by Texas statute are authorized to make investments in Fund I and Fund II.
Based on our discussion, my understanding is that the Federal Trade Commission?s Premerger Notification Office will not consider Fund I and Fund II, or the various trusts created with respect to Funds I and II, to be "entities" for purposes of 16 C.F.R. 801.1(a)(2). Accordingly, because they are excluded from such definition of "entity", I further understand that neither Fund I or II, or the various trusts created with respect to Fund I and II, will be required to make filings, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the "HSR"), should their investments reach the HSR size-of-person and size-of-transaction thresholds.
If you should disagree with the conclusions expressed above, please contact me as soon as possible. Thank you very much for your attention to this matter.
Sincerely yours,
(redacted)
Enclosure