1206004 Informal Interpretation

From:

(Redacted)

Sent:

Monday, June 18, 2012 6:32 PM

To:

Verne, B. Michael

Subject:

Basic 802.30 Question

Mike,

Irealize this question seems rather straightforward, but I want to make sure I'mnot missing something since I'm not able to find an informal interpretation onpoint.

FundA LLC is owned in equal parts by independent entities X, Y, and Z, none of whomhave the right to 50% or more of the profits of Fund A or of the assets of FundA upon dissolution. Fund A LLC is, therefore, it's own UPE.

FundB LLC is likewise owned in equal parts by X, Y, and Z, none of whom have theright to 50% or more of the profits of Fund B or of the assets of Fund B upondissolution. Fund B LLC is, therefore, also its own UPE.

BothFund A LLC and Fund B LLC are, however, under common management by Fund ManagerLLP, who makes nearly all of the decisions for each of these two funds.

FundA LLC wishes to sell Subsidiary A (one of its wholly-owned subsidiaries) to FundB LLC for more than $68.2 million. The size-of-person tests are satisfied.

Arethere any PNO interpretations that would treat this transaction as exempt under802.30? If not, is there any other exemption that would be available to thistransaction?