0604030 Informal Interpretation

April 7, 2006

James Ferkingstad,

Pre-MergerNotification Office

FederalTrade Commission

600 Pennsylvania Ave., N.W.

Washington, D.C. 20580

Re: Hart-Scott-RodinoFiling Obligations

DearMr. Ferkingstad:

I am writingto confirm my understanding based on conversations with you on March 30, 2006regarding the treatment of an incentive allocation paid to the general partnerof a hedge fund for the purposes of determining control under Section801.1(b)(1)(ii) (the "Rule").

The factsare as follows:

Ahedge fund is structured as a Limited Partnership (the "LP"). EntityABC is the UPE of an entity (the "Limited Partner") that is a limitedpartner in the LP and as such is entitled to a certain percentage of theprofits of the LP (such percentage of profits, "X"). Another entityof which ABC is also the UPE is the general partner of the LP (the"GP"). Pursuant to the LP Agreement, the GP is entitled to anincentive allocation for a specific year, which is computed and paid to the GPonly on the last day of the year (the "Incentive Allocation"). TheIncentive Allocation provided for under the LP Agreement is a specifiedpercentage of each limited partner's share of the profits (such percentage ofprofits, "Y"), if any, of the LP.

It is my understanding based on our conversation thatthe percentage X and Y of the profits are not aggregated to determine whetherABC controls LP under the Rule, but the X percentage is required to beconsidered in making that determination under the Rule.

Separately,Y percentage of the profits are not aggregated with X percentage of theprofits, when the calculation of the percentage of the profits is made at anytime during a calendar year, other than at the time when the GP becomesentitled to the Incentive Allocation pursuant the LP Agreement, because"having the right to 50 percent or more of the profits" under theRule means having such right at the time the relevant calculation is being madeunder the Rule.