1012006 Informal Interpretation

December30, 2010

VIA E-MAIL

B. Michael Verne
United States Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, DC 20580

Dear Mike:

Thisletter confirms that the following transaction would not need to be notifiedunder the Hart-Scott Rodino Antitrust Improvements Act:

Acquiringcompany ("Company A"), an investment fund that is controlled by apublic sector institution that is in sum controlled by a foreign state("State A"), proposes acquiring 80% of the shares of a limitedliability company organized under the laws of State A (the "Target")from another company organized under the laws of State A that is alsoindirectly controlled by an agency of State A, for over $200 million. TheTarget's only asset is 50% of the shares in a foreign company ("Sub A"),organized under the laws of State C, that indirectly holds 27.5% of the sharesof another company organized under the laws of State C ("Sub B"). SubB has sales in the United States in excess of $120 million.

Since theultimate parent entity of Company A is State A and the Target is organizedunder the laws of State A, this transaction would comport with the exemptionprovided by 16 C.F.R. Section 802.52. The fact that the Target indirectly owns27.5% of Sub B with U.S. sales in the United States in excess of $120 millionwould not result in a filing obligation for Company A as a secondaryacquisition under 16 C.F.R. Section 802.51(b) since Company A will not beacquiring control of Sub B.

Please let me know if havein any misunderstood your views regarding the nonreportability of thistransaction.