Subject: File No. DF Title IV - Exemptions

November 12, 2010

The SEC should be aware that almost all buyout fund and big private equity fund managers take board seats, observer seats or otherwise offer managerial assistance to portfolio companies to avoid their funds being ERISA plan assets. It would NOT be appropriate for the SEC to use this as a criteria for the venture capital manager exemption because it will allow many others to use this as a loophole.