0603004 Informal Interpretation

us-ftc-hsr-informal-interpretations-ec31a24241dee6673ac791ca467713f10603004 Informal InterpretationGuidance

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Date
Rule
Form Item 6(b)
Staff
Michael Verne
Response/Comments
You need to determine who actually has beneficial ownership of the shares. If that is the bank or the trust, they would be listed in 6(b). If beneficial ownership resides with the investors/employees, it would not be listed in 6(b).

Question

From:(redacted)

Sent: Thursday, March 09, 2006 9:39 AM

To:Verne, B. Michael

Subject: 6(b)

Hello Mike. Would you pleasetell me if you agree with my conclusions regarding Item 6(b):

(1) Where a bank holdsshares of the UPE totaling more than 5%, but holds them on behalf of severalindividual investors, none of whom holds 5% or more, I do not believe I wouldlist the bank in Item 6(b).

(2) Where there is anemployee benefit trust holding greater than 5% of the shares in the UPE, onbehalf of the employees of the UPE, I do not believe I would list that in Item6(b) either, as it seems to me this kind of trust pools interests of manyemployees, none of whom individually hold 5% or more.

I would appreciate it if youwould tell me if you agree.

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