9205003 Informal Interpretation

May 11, 1992

Via Hand Delivery

Mr. Patrick Sharpe
Compliance Specialist
Federal Trade Commission
Pre-Merger Notification Office
6th and Pennsylvania Avenues, N.W.
Room 301
Washington, D.C. 20580

Dear Patrick:

This is to confirm our telephone conversation earlier today in which you agreed that the purchase of 11 shopping centers by a company subject to the requirements of the Real Estate Investment Trust Act of 1960, as amended, would be exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 under 15 U.S.C. 18a(c)(1) since it is an acquisition of realty in the ordinary course of business. This exemption applies to REITs even though the property they are purchasing is income producing.

Please let me know immediately if I have in any way misunderstood the FTCs position on this issue.

Sincerely,

(redacted)