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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Regulation 13D-G

November 16, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Nelson W. Winter, Esq.
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886


Mellon Financial Corporation, Newton Investment Management Limited and Mellon Global Investments Limited

Dear Mr. Winter:

We are responding to your letter dated November 16, 2006 addressed to Brian V. Breheny and Daniel F. Duchovny, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your November 16, 2006 correspondence.

The Division of Corporation Finance will not recommend enforcement action to the Commission if, for purposes of determining the eligibility of Mellon and its subsidiaries to rely on Rule 13d-1(b)(1)(ii)(G) under the Exchange Act to report beneficial ownership on Schedule 13G, Mellon and its subsidiaries treat MGI and Newton as entities of the type identified in Rule 13d-1(b)(1)(ii)(E) under the Exchange Act.

The foregoing no-action position taken under Rule 13d-1(b)(1)(ii) of the Exchange Act is based solely upon the facts described and the representations made in your letter. In particular, we note your representations regarding the comparability of the relevant foreign laws that govern MGI and Newton and the US laws governing entities of the type listed in Rule 13d-1(b)(1)(ii)(E). We also note the undertaking by Mellon, MGI and Newton to furnish to the Commission, upon request, the information that would be required to be disclosed if it filed Schedules 13D.

Any change in the facts described and representations made in your November 16, 2006 letter may change our conclusion. This letter only expresses our position on enforcement action. It does not express any legal conclusions, including, but not limited to, any legal conclusions on the questions presented or the information required to be disclosed on any Schedule 13G filed by MGI or Newton or the beneficial ownership reporting requirements of MGI or Newton.

For the Division of Corporation Finance,

Brian V. Breheny
Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/01/2006