1906003 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Tuesday, June 25, 2019 9:32 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Whitehead,
Nora; Olson, Eric
Subject: 	FW: Certification and Affidavit
From: Six, Anne
Sent: Tuesday, June 25, 2019 9:32:28 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Certification and Affidavit
Your formulation is fine but we would also like to see it specified in the affidavit that the entity of the individual signing
is authorized to do so on behalf of the filing person:
“I am [Name], Partner of Acme Manager, L.P., the manager of Acme GP, L.P., which is the general partner of Acme Fund
L.P., and I am authorized to make this affidavit on behalf of Acme Fund L.P.”
And of course, please include in the affidavit all of the necessary language described in the instructions.
Best,
Anne
From:
Sent: Monday, June 24, 2019 3:20:47 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Certification and Affidavit
Hello,
I am making an HSR filing for a private equity fund that is an acquiring person, which I will call Acme Fund L.P. The
General Partner for the Fund is an entity called titled Acme GP, L.P. The fund and its general partner are managed by
Acme Manager L.P., an entity that provides back office functions for the Fund and the GP and has been given the
authority to execute fundamental documents for the Fund and the GP. Is it permissible for a general partner of Acme
Manager L.P. to sign the certification and affidavit on behalf of Acme General Partner L.P.? This appears to be
appropriate pursuant to informal interpretation 1807006, but I wish to confirm.

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If that is the case, is there any specific way the affidavit and certification should describe the person signing the affidavit
to signify the relationship? E.g., would the following be acceptable: [Name], Partner of Acme Manager, L.P., the
manager of Acme GP, L.P., which is the general partner of Acme Fund L.P. ?