0012008 Informal Interpretation

[redacted]

December 11, 2000

Michael Verne, Esq.

Premerger Notification Office

Room H-314

Federal Trade Commission

Bureau of Competition

Pennsylvania Avenue & 6 th Street, N.W.

Washington, D.C. 20580

Re: Exemption from the Notification and Waiting Period of the Hart-Scott-

Rodino Antitrust Improvements Act of 1976 for Acquisitions by a Real

Estate Investment Trust of the Voting Securities of Another Real Estate

Investment Trust

Dear Mr. Verne:

I write to confirm the substance of our telephone conversation on December 5, 2000 regarding the acquisition by a real estate investment trust (a REIT) of voting securities of another REIT. During our conversation, you confirmed that such an acquisition is exempt from the notification and waiting period. Requirement of the Hart-Scott-Rodino antitrust Improvements Act of 1976 pursuant to 16 C.F.R.

802.5, irrespective of the quantity of non-real estate assets that may be held or the non real estate operations that may be conducted by the acquired person or the acquiring person, as long as both REITs would be considered bona fide REITs under applicable law.

If I have in any way misunderstood the view of the Premerger Notification Office or if you have any questions or comments concerning the contents of this letter, please telephone me at and ask to be connected to my extension .

Thank you for your continuing attention to this matter.

Sincerely,

[redacted]