0603011 Informal Interpretation

March 15, 2006

Mr. Michael Verne

Premerger NotificationOffice

Bureau of Competition, Room303

Federal Trade Commission

6th Street &Pennsylvania Ave., NW

Washington, DC 20580

Dear Mr. Verne:

Thisis to confirm the advice you provided during our conversation on Wednesday,March 14, 2006. During our conversation, you advised me that it is the positionof the Premerger Notification Office of the Bureau of Competition of theFederal Trade Commission that a real estate investment trust ("REIT")that operates in compliance with the requirements to qualify as a REIT underthe Internal Revenue Code need not file a premerger notification with respectto the acquisition by the REIT of its external Advisor, when the externalAdvisor has not provided services to anyone other than the acquiring REIT.Specifically, you advised me that the merger of the Advisor into the REIT wouldnot be a reportable transaction because of the Hart-Scott-Rodino exemptionsrelating to REITs.

Pleaseadvise me promptly if I have not accurately summarized the position of thePremerger Notification Office. Obviously, we intend to rely on this advice incounseling our client. Thank you for your guidance.