| March 3, 1997 |
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Michael Bradfield, Esq. Dear Mr. Bradfield: By letter dated February 12, 1997, you indicated on behalf of RoProperty Services, B.V. ("RoPro") and Rodamco N.V. ("Rodamco"), both of Rotterdam, the Netherlands, that Robeco Groep, N.V. ("RGNV"), Rotterdam, the Netherlands, proposes to invite two individuals who are currently directors of Rodamco and RoPro to serve as members of the international advisory committee of RGNV. [Sentence deleted.] You ask whether these changes would affect the Board's opinion letter of January 30, 1997, in which the Board determined that Cooperatieve Centrale Raffeisen-Boerenleenbank, B.A., Rabobank Nederland ("Rabobank"), Utrecht, the Netherlands, would not control RoPro or Rodamco for purposes of the BHC Act by virtue of certain relationships between Rabobank and RGNV on the one hand and RoPro and Rodamco on the other. RGNV is a subsidiary of Rabobank. We understand that [names deleted] , who currently serve on the Supervisory Boards of Rodamco and RoPro, propose to serve as members of the international advisory committee of RGNV. You have stated that RGNV's international advisory committee has no corporate powers or other formal role. The international advisory committee is a board of prominent officials, business people and advisors that meets up to three times each year to advise RGNV on economic conditions and other matters of interest. Both [names deleted] are prominent persons of broad business experience. These two directors will not serve on the Supervisory or Management Boards of either RGNV or Rabobank, and are not employees of or otherwise affiliated with those organizations. It is my view that the addition of [names deleted] to the international advisory committee of RGNV is consistent with the determination of the Board as set forth in its January 30, 1997 letter. Any further change to the facts and circumstances regarding this proposal could result in a different determination. You should advise the Board before making any further modification in the proposal.
Very truly yours,
(signed) J. Virgil Mattingly
J. Virgil Mattingly
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