0612015 Informal Interpretation

From:(redacted)

Sent:Friday, December 22, 2006 10:29 AM

To:Verne, B. Michael

Subject:determination of UPE

DearMike,

Hello and happy holidays. Ihope you're enjoying the season so far.

I am looking at an unusualcorporate structure and trying to determine the UPE.

The entity in question is aTrust formed under Australia law, which I am told is akin to a trust under USlaw. The Trust has only one Trustee. This Trustee is a company. The investorsin the Trust, no one of which has a 50% or greater economic interest in theTrust, have the right to appoint the Board of Directors of the Trustee company.This Board will advise the day to day operations of the Trust, including makingdecisions about the companies in which the Trust invests. I don't believe anyperson or entity has the right to replace this company as Trustee.

Giventhat the Board of the Trustee will "run" the Trust, it seems to methat control of the Trust should be determined by whether any person has theright to appoint 50% or more of the Board. In this case, no one person orentity has that right, and thus I believe the Trust should be its own UPE.

I would appreciate it if youwould let me know if you agree.