Attachment Attachment 1

This document pretains to ITC-T/C-20141203-00309 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014120300309_1070358

Attachment 1 Answer to Question 10: § 63.18 (c): Transferor and Transferee: Reinhard Schu General Counsel KVH Co., Ltd 3-1-15 Shibaura Tokyo 108-0023 Japan § 63.18 (d): Transferor: The transferor has not previously received authority under Section 214. Transferee: A subsidiary of Transferee, Colt Technology Services GmbH (formerly Colt Telecom GmbH), has received authorization under Section 214 for the following categories (see File Number ITC-214-20010406-00170): Global or Limited Global Facilities−Based Authority (Sec on 63.18(e)(1)) Global or Limited Global Resale Authority (Section 63.18(e)(2)) Switched Services over Private Lines (ISR) (Section 63.16 and/or 63.18 (e)(4)) Individual Non−Interconnected Private Line Resale Service (Section 63.18(e)(4)) A subsidiary of Transferee, Colt Telecom US Corp, has received authorization under Section 214 for the following categories (see File Number ITC-214-19980126-00043): Global or Limited Global Facilities−Based Authority (Section 63.18(e)(1)) Global or Limited Global Resale Authority (Section 63.18(e)(2)) Answer to Question 11: The name, address, citizenship, and principle business of shareholders that control ten percent or more of Transferee are as follows: FMR LLC 245 Summer Street Boston, Massachusetts 02210 USA Principal Business: Financial services Jurisdiction of Incorporation: Delaware Ownership: 322,079,326 Ordinary Shares, 36.03% Share Capital Note: FMR LLC’s interest is held (i) directly by FMR, 307,991,614 ordinary shares and (ii) through the holding of a wholly owned investment advisory subsidiary, Strategic Advisers, Inc., that as manager of a charitable foundation has voting power over 14,087,712 ordinary shares for the Fidelity Non-Profit Management Foundation.

Info Tech Fund I LLC 255 State Street, Boston, Massachusetts 022210 Principal Business: Private equity investments Jurisdiction of Incorporation: Delaware Ownership: 104,357,703 Ordinary Shares, 11.67% Share Capital Note: Info Tech Fund I LLC is a Delaware limited liability company, the manager of which (Star Horizon Management LLC) is owned by, and the members of which are, certain shareholders and employees of FMR. By virtue of this relationship both FMR and Star Horizon Management LLC are interested in these shares. FIL Limited Pembroke Hall 42 Crow Lane Pembroke Bermuda HM-19 Principal Business: asset management serving retail, wholesale and institutional investors Jurisdiction of Incorporation: Bermuda Ownership: 147,574,904 Ordinary Shares, 16.51% Share Capital Note: FIL Limited’s interest in ordinary shares is held (i) through a nominee account in respect of its own holding of 147,184,268 ordinary shares and FIL Foundation’s holding of 236,493 ordinary shares over which FIL retains the voting rights through a voting trust and (ii) through a holding of 154,143 ordinary shares over which FIL exercises voting control but which are beneficially owned by the MoneyBuilder UK Index Fund, a sub-fund of Fidelity Investments Fund OEIC. Answer to Question 13: The proposed change of control will take place by means of Transferee acquiring the entire share capital of KVH Asia Limited, a company incorporated and registered in Bermuda (“KVH Asia”) from Transferor. The Section 214 Authorization Holder is an indirect subsidiary of KVH Asia. As a result, control of the Section 214 Authorization Holder will transfer from the Transferor to the Transferee. For further background on the proposed transaction, see the public announcement at http://www.colt.net/uk/en/news/colt-announces-global-expansion-through-proposed- acquisition-of-kvh-en1.htm. Answer to Question 14: Upon consummation of the proposed transfer of control, the Section 214 Authorization Holder will be affiliated with foreign carriers in the following jurisdictions: United Kingdom, Germany, France, Spain, Portugal, Germany, Belgium, The Netherlands, Denmark, Italy, Austria, Switzerland, Italy, Sweden, Ireland, - Czech Republic, Iceland, Luxembourg, Norway, Poland Romania, Singapore, Hong Kong, South Korea and Japan. Answer to Question 15: The list of countries is the same as those in Answer to Question 14. Answer to Question 16: Upon consummation of the proposed transfer of control, none of the affiliates of the Section 214 Authorization Holder hold 50 percent market share in the international transport and the local access

markets on the foreign end of the route, and therefore the 214 Authorization Holder shall presumptively be classified as non-dominant pursuant to Section 63.10(a)(3) of the Commission’s Rules.


Document Created: 2014-12-03 04:05:26
Document Modified: 2014-12-03 04:05:26
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