0507005 Informal Interpretation

From: (redacted)

Sent: Thursday,July 14, 2005 6:02 PM
To: Verne, B. Michael
Subject: 802.10

Mike,

Here is a different IPO scenario:

- the original investors currently hold LLC interests

- the LLC holds all the voting securities of the company being taken public

- the LLC will be liquidated prior to the IPO and the stock will be distributedto the original investors on a pro rata basis.

Is the acquisition of the voting securities by the original investors exemptunder 802.10? These facts do not exactly fit the words of the rule or theexamples.

Thanks for your help.