0610014 Informal Interpretation

From:(redacted)

Sent:Wednesday, October 11, 2006 4:32 PM

To:Verne, B. Michael

Subject:Filing Fee Question

Mike,

Ihave a quick question regarding the number of filing fees the rule require forthe following transaction:

A, B,Cand D are related entities, but each is its own UPE. A,B,C and D have enteredinto an MOU in which:

-A, B and C will consolidate into Newcoand file as a consolidation under 801.2(d)(2)(iii);

-The A, B and C consolidation willtrigger the highest filing fee ($280,000);

-D, a foreign issuer, will acquire 5-10%of voting securities of Newco and Newco will acquire 5-10% of the votingsecurities of D; and

-D and Newco will likely file, each asboth acquiring and acquired persons (assuming the thresholds are met and noexemption applies).

Weunderstand that under 803.9(b), A, B and C need only pay one filing fee. Sincethe D-Newco transaction takes place pursuant to the same MOU as theconsolidation and is, for practical purposes, part of the same transaction asthe consolidation, do D and Newco have to pay an additional filing fee for theirfilings?