0505017 Informal Interpretation

From: (redacted)
Sent: Friday, May 06, 2005 12:16 PM
To: Verne, B. Michael
Subject: HSR Question

Mike: How are you? Wanted to confirm my conclusion that a filing is notrequired under the new regs dealing with non-corporate entities. The issue iswhether acquisitions of voting securities by separate but related venture fundsmust be aggregated. If so, they exceed $50 m. Each of the funds is an LP, andthe GP for each fund is an LP which does not have the right to 50% or more ofthe profits or assets upon dissolution of any of the funds. The GP of that LP,in turn, is an LLC which does not have the right to 50% or more of the profitsor assets upon dissolution of the LP. Most of the LP and LLC are owned by thesame 7 unrelated individuals, who through the LLC and LP make the investmentdecisions for the funds.

My conclusion that no aggregation is required is based upon the absence ofcommon ownership of the funds based upon the profits/assets tests, and thatthese are the only tests now relevant (i.e. no need to determine whether thereis a body like a board and who controls it). Do you agree?