Rome, June 26, 2007 — The Rome Office of Shearman & Sterling is acting as Italian counsel to Whitehall, the real estate investment arm of Goldman Sachs, in its counter-tender offer on the units of Berenice and Tecla, two Italian closed-end funds managed by the real estate arm of the Pirelli Group.

On June 18, certain Whitehall funds launched a competing offer on all of the outstanding units of two real estate closed-end funds managed by Pirelli Real Estate at a 20% premium over the prices offered by a consortium formed by Morgan Stanley Special Situations Fund and Pirelli Real Estate. On June 20, in response to the Whitehall bid, the Morgan Stanley - Pirelli consortium increased its initial bid by approximately 26%. On June 21, Whitehall further increased its offer.

At current prices, the deal value of the two tender offers is approximately US$1.2 billion with the underlying assets in the funds valued at approximately US$2 billion.

The transaction is the first ever tender offer for fund units in Italy and will constitute the first application of the rules on competing tender offers under the Italian Securities Act of 1998. The press is already referring to this deal as a case study.

The Shearman & Sterling team includes partner Domenico Fanuele (Rome - Mergers & Acquisitions) and associates Fabio Fauceglia (Rome - Mergers & Acquisitions), Tobia Croff (Rome - Mergers & Acquisitions) and Emanuele Trucco (Rome - Mergers & Acquisitions) and trainee Francesco Liberatori (Rome - Mergers & Acquisitions).