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Michael Verne



Sent: Wednesday, September 26, 2007 8:21 PM

To: Verne, B. Michael

Cc: (redacted)

Subject: HSR Question Mike:

Followingup on some advice that you gave me in a very similar situation a couple ofyears ago, I want to confirm that you would treat the following as a foreignperson. X is a partnership (an investment fund), not controlled by anyone,formed and registered under the laws of the Cayman Islands. As apartnership, X has no officers or directors, and in fact no employees. X has anadministrative general partner which is a Cayman Islands corporation with its registeredoffice in the Cayman Islands. X's investment activities and the recordkeepingrelated to those activities are carried out by an investment manager, which islocated in New York. The persons who carry out those activities are notemployees (or officers) of X, but rather of the investment manager, whichperforms those functions under a contract with X.

Basedon these facts, X is a foreign person under Rule 801.1(e)(2)(i), because it isnot incorporated in the U.S., is not organized under the laws of the U.S. anddoes not have its principal offices within the U.S.

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