1309001 Informal Interpretation

Date:
Rule:
801.13
Staff:
Michael Verne
Response/Comments:

The attached article concluded that a series of a Delaware Statutory Trust is not itself a separate legal entity, whereas the trust itself is. We agree with that conclusion. http://www.rlf.com/files/CorpTrust01.pdf Based on that we believe the answers to your questions are: 1) Yes- aggregate interests held in all the series 2) I think we need all of the annual reports of the series unless the trust itself has an annual report 3) We want the revenues from all series 4) We also want Item 6 info for all of the series

Question

From: (Redacted)
Sent: Thursday, September 05, 2013 12:13 PM
To: Verne, B. Michael; Walsh, Kathryn

Subject: UPE, financials, entity Series Delaware Statutory
Trust quick questions

Hi guys,

I'm sure you are both very happy to see each other in the office! I think this is a little bit of an odd question (at least for me). The acquiring person is a "B Fund, a Series of B___ Funds, a Delaware Statutory Trust". I understand the funds have around 30 series. Just a few questions:

1. UPE- I recall for UPE purposes you aggregate the interest held in all the series, is that right?

2. Financials - The series issue annual reports, do you need the annual report for each series or only the investing fund series?

3. Revenues - Do you want the revenues from all series or just the investing fund series?

4. Entity Information - Do you want the subsidiaries, minority holdings from all series or just the investing fund series?

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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