1206007 Informal Interpretation

From:

(Redacted)

Sent:

Monday, June 25, 2012 10:37 AM

To:

Verne, B. Michael; Walsh, Kathryn

Subject:

Associates - Control of Associates who are Managers

Mikeand Kate, I have another example/question for you that is attempting to get atwhether you always look to the UPE of any manager in the chain from the managingentity up to the ultimate manager (I think the answer is yes?), as well asother entities the UPE controls or whose investment decisions it manages. Ibelieve so based on what I have read, but just wanted to make sure.

Ihave provided an example to get at this issue, if it is helpful.

Thanksagain for your help. (redacted)

Forexample, assume

The acquiring person is Partnership A,which is its own UPE. ..

The general partner of Partnership Ais an entity called GP which manages Partnership A's investment decisionspursuant to a contract.

The manager of GP is Manager B, whichis an entity with the contractual authority to direct the investment decisionsof GP. ..

The manager of Manager B is Person Xwhich has the contractual authority to direct the investment decisions ofManager B.

The associates of Partnership Ainclude: GP and Manager B, and Person X, and any entities controlled by orwhose investment decisions are managed by any of them.

Entities under common control ormanagement with either GP or Manager B.

Entities that control GP or Manager B,as well as other entities their UPEs control or manage.

Entities under common management withPartnership A .

Personsor entities that manage entities that Partnership A controls, as well as anyperson or entity that controls the manager (UPE) and any entities that personor entity manages or controls.