0801007 Informal Interpretation

From:(redacted)

Sent:Friday, January 11, 2008 11:27 AM

To:Verne, B. Michael

Subject:Transfer from a State Agency

Mike,

Iam writing to memorialize advice you provided in our telephone conversationyesterday regarding the application of the Hart-Scott-Rodino Antitrust ImprovementsAct 1976 (the "Act") to the proposed transaction described below.

S, a pension fund which is a State agency, holds acontrolling interest in P, a limited partnership. P holds voting securities ofvarious corporations (some controlling interests and some minority interests).S proposes to sell its interest in P to Buyer which is not a State agency.

Youadvised that Buyer's acquisition from S of a controlling interest in P isexempt from the requirements of the Act under Section 7A(c)(4) of the Act andthat the indirect acquisition by Buyer of the voting securities held by P isexempt under 16 C.F. R. 802.4.

Basedon our conversation I concluded that the proposed transaction would be exemptfrom the requirement of the Act. If I have misstated your advice, please let meknow.

Best regards,