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Date
Rule
801.1(e)
Staff
Michael Verne
Response/Comments
No - its still foreign.

Question

From: (redacted)

Sent: Tuesday, July 25, 2006 7:06 PM

To: Verne, B.Michael

Subject: Foreign issuer

Mike - I have a question aboutthe definition of a foreign issuer. If a company meets all three prongs of thedefinition in Section 801.1(e)(2)(i)(A) (is not incorporated in the US, notorganized under the laws of the US and has principal offices outside the US), does itmake any difference if its securities are traded on NASDAQ? I assume not?

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