0404003 Informal Interpretation

April 5, 2004

Mr. Michael Verne
Premerger Notification Office
Bureau of Competition, Room 303
Federal Trade Commission
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Mr. Verne:

This to confirmour conversation in which you stated that a Hart- Scott-Rodino filing does notneed to be made for the transaction described below.

A publicly traded real estate investment trust (REIT) hasbeen receiving advisory and management services from an independent company(Advisor). The Advisor does not provide services to anyone other than thisparticular REIT. The parties now plan that the Advisor will be merged into theREIT.

You advised me that the merger of the Advisor into the REITwould not be a reportable transaction because of the Hart- Scott-Rodinoexemptions relating to REITs.