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Date
Rule
802.40
Staff
Michael Verne
Response/Comments
Agree.

Question

From:(redacted)

Sent:Monday, June 19, 2006 1:34 PM

To:Verne, B. Michael

Subject:802.40/Non Profit Charitable Foundations

Mike,this email will confirm our conversation this morning that the 802.40 exemptionapplies to the following transaction:

Twonon profit charitable foundations intend on forming a new charitable foundationand contributing all of their assets, including stocks, cash and otherholdings, into the new non profit.

Inthis situation, because the parties are forming a new non profit under 501(c)(3) of the Internal Revenue Code (and classified as a public charity under IRCSections 170 (b)(1)(A)(vi) and 509 (a) (1)), the transaction is exempt from thefiling requirements of the HSR Act.

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