0603009 Informal Interpretation

From: (redacted)

Sent: Tuesday,March 14, 2006 5:41 PM

To: Verne,B. Michael

Subject: Question

An individual iscontemplating setting up a trust into which certain voting securities of athird party will be placed. For State law reasons, this trust will be revocableexcept for December 31-March 31 when it will become irrevocable and theindividual will have a right to receive income or distributions from the trustat the discretion of the trustee. I assume that the transfer of shares to thistrust will not require an HSR Act filing based on 802.71 if it is a transfer toan irrevocable trust. In addition, the acquiring person already"holds" these interests under 801.1 (c) (4) and the transfer to atrust that he also holds would not seem to trigger a filing. Your views?