Question
(redacted)
June 5, 1987
Wayne Kaplan
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Mr. Kaplan:
Subject:(redacted)
This is to confirm the substance of our telephone conversation in June 3, 1987, regarding my letter to you dated April 13, 1987 (the Letter). In the Letter, I presented questions and proposed analysis on the obligations of investment advisers and managers (the Managers) to give advance notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act) of proposed acquisitions of voting securities for the account of unit trusts (or mutual funds), investment trust companies and private investors (collectively, the investors) for which the Managers exercise broad discretionary investment powers, including the power to purchase, sell and vote such securities. For the reasons stated in the Letter, I presented my opinion that the Managers should not be deemed to hold within the meaning of 16 CFR 801.1(c) such voting securities.
Based on our telephone conversation in June 3, 1987, it is my understanding that you have found no basis for disagreement with the opinions expressed in the Letter based on the facts presented therein. It is also my understanding that, although your lack of disagreement with the Letter is not binding upon either the Federal Trade Commission or the Department of Justice (the Agencies), our clients would be able to rely upon the Letter as evidence of their good faith if either of the Agencies were to find that the (redacted) (as defined in the Letter) had violated the Act due to their failure to give advance notification of proposed acquisitions of voting securities by the Investors.
Sincerely yours,
(Redacted)
(Redacted)