0603006 Informal Interpretation

From: (redacted)

Sent: Friday,March 10, 2006 1:25 PM

To: Verne,B. Michael

Subject: bankingquestion

Mike,

I sent the followingquestion to Nancy last night but have not heard back, perhaps she is not aroundtoday. If you have a chance to respond, I would appreciate it.

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Hi Nancy. I have a questionabout a banking transaction.

In this transaction, I amrepresenting a non-US bank that is forming a JV (likely non-US) with a"multinational" investment advisory company (don't know where theyare headquartered). The bank will contribute cash and the investment advisorycompany will contribute some of its investment advisory businesses, along withsome funds under management. My client will obtain a 51% interest in the JV. Ihave determined that the size of transaction and person tests are met, and mostlikely the threshold for US turnover or assets.

Thus, my remaining questionis whether one of the banking exemptions might apply -- 7A(c)(7) or (8).Unfortunately, our corporate lawyers have not yet determined whether anyportion of this transaction must be reported under the banking statutes. However,it is my understanding that one of these exemptions might only apply if it wasa bank that was being acquired, as opposed to an acquisition of an investmentadvisory company by a bank. Is this correct? Am I missing anything?