0503010 Informal Interpretation

From: (redacted)
Sent: Tuesday, March 08, 2005 11:28 AM
To: Verne, B. Michael
Subject: Unincorporatedentity rules

Dear Mr. Verne,

As I understandthe new rules for unincorporated entities, an acquisition by an acquiringperson that will confer control of an unincorporated entity is reportable only ifthe acquisition is valued at more than $53.1 million. Does this mean that ifthere are two acquiring persons each acquiring 50% control of a newly formedLLC, each of their acquisitions must be valued at $53.1 million, consideredseparately, for both transactions to be reportable?