9207012 Informal Interpretation

July 27, 1992

BY HAND

Mr. Patrick Sharpe
Premerger Office
Federal Trade Commission
6th St. and Pennsylvania Ave.
Washington, D.C. 20580

Dear Mr. Sharpe:

This confirms our telephone conversations in which you advised that the following factual pattern does not give rise to a filing requirement under th Hart-Scott-Rodino Act.

A is an investment advisor and manager to and general partner of B, C and D. A also advises and manages a portion of E, which is a not-for-profit corporation that invests funds of various endowments.

A does not have the right to 50 percent or more of the profits of B, C or D and does not have the right in the event of dissolution to 50 percent or more of the assets of B, C or D. In addition, A does not have the right to hold 50 percent or more of any outstanding voting securities of E or the contractual power to designate 50 percent or more of the directors of E.

A entered into an agreement on behalf of B, C, D and E to purchase the preferred stock of Y. The total value of the stock being acquired is (redacted). [PMN staff note: (aggregate of 17%)] Of that total, (redacted) is being held by B, (redacted) by C, (redacted) by D and (redacted) by E. B, C, D and E will be the beneficial owners of their respective preferred shares. [PMN staff note: A will not hold the stock of Y. A is acting as an agent.]

As the investment advisor and manager, A will have the power to vote all of the shares of the preferred stock being acquired.

A, B, C, D and E are their own ultimate parent entities.

The foregoing facts do not result in a reportable event because the (redacted) [PMN staff note: more than] size of the transaction test is not satisfied. [added by PMN staff: by B, C, D and E and none of them will hold 50% or more of Ys voting stock.]

Sincerely,

(redacted)