1109022 Informal Interpretation

Date

September 28, 2011

Rule

801.1(d)(2)

Staff

Michael Verne

Response/Comments

If they are different GPs, you would not look across the funds for associates, unless there is an entity above the GPs (e.g., an investment advisor that directs the GPs investment decisions). You would not look to the two natural persons unless they have contracts with the GPs or the funds that give them the ability to manage the investment decisions of the GPs or the Funds, other than the formation documents that set up the GPs or the Funds. We took this position because we think that initially we were taking too broad an approach. We think that the way most of these are structured, we will get the segment of the PE fund family that we need without being unduly burdensome on filers trying to determine who their associates are. Let us know if we still need to talk.

Original Image File (131.3 KB)

Question

From:(Redacted)
Sent:Wednesday, September 28, 20111:47 PM
To:(Redacted), Verne, B. Michael
Cc:Walsh, Kathryn,(Redacted)
Subject: RE: Availability for abrief call

Mike,The narrow issue is that each Fund (i.e., I, II, III etc. ..) has a distinct GPentity (i.e., (Redacted) I, LLC or (Redacted) II, LLC etc...orthe direct GP - the Advisors entity). But across all of these GPs are twonatural persons that have mgt discretion over each fund. The simple question iswhether all Funds are associates nevertheless. Given what I know was the FTC'sintent, we thought you would want to capture info across all these fundsdespite the different GP entities. I understand you folks have already opinedthat we don't have to look at the natural persons but I suppose that would be goodto confirm too. If we can avoid a call that's terrific. We know you are verybusy and appreciate your thoughts. Thank you.

From: (Redacted)
Sent:Wednesday, September 28, 2011 1:36 PM
To:Verne,B. Michael Cc: (Redacted); Walsh, Kathryn; (Redacted)
Subject: RE: Availabilityfor a brief call

Thereare actually multiple funds, each with multiple portfolio companies. The chartis intended to show the general structure for a given portfolio company.

From:Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent:Wednesday, September 28, 20111:02 PM
To:(Redacted)
Cc:(Redacted); Walsh, Kathryn; (Redacted)
Subject: RE: Availabilityfor a brief call

Thanks (redacted). What exactly is the issuehere? This looks pretty straightforward. Are there multiple structures likethis within the family of funds (with the same or different GPs)? Or are thereother portfolio companies that we aren't seeing in the diagram?

From: (Redacted)
Sent:Wednesday, September 28, 2011 12:18 PM
To:Verne, B. Michael
Cc:(Redacted); Walsh, Kathryn; (Redacted)
Subject: RE: Availability for abrief call

Peryour request, please see the attached chart.

1109022 Informal Interpretation

Question

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