SEC Office of the Chief Accountant staff letter: Letter from Deputy Chief Accountant to Deloitte Touche Tohmatsu on the disposition of their controlling interest in Liberata plc

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November 7, 2005

Deloitte Touche Tohmatsu LLP Attn: Mr. Charles A. Horstmann 1633 Broadway New York, NY 10019-6754

Dear Mr. Horstmann:

The staff has reviewed your letter of November 4, 2005 concerning the sale of certain partners of Deloitte & Touche LLP, a limited liability partnership incorporated under the laws of England and Wales (“Deloitte & Touche-UK”) and a member firm of Deloitte Touche Tohmatsu (“DTT”) in the United Kingdom, of their controlling interest in Liberata plc (“Liberata”) to investment entities affiliated with General Atlantic LLC (formerly known as General Atlantic Partners, LLC). In your letter, you detail key terms of the relevant transactions and conditions that DTT, including entities that have been considered part of DTT under Rule 2-01(f)(2) of Regulation S-X (“DTT Entities”), will comply with in connection with the completion of these transactions. Your letter concludes that, based on its compliance with those terms and conditions, that Liberata would not be considered an associated entity of Deloitte & Touche-UK or any other DTT Entity under the terms and conditions governing these transactions, and that no DTT Entity would have a “mutuality of interest” or a “direct or material indirect business relationship” with, or a “direct financial interest or material indirect financial interest” in any of its audit clients as a result of the activities of Liberata, its directors, employees or controlling shareholder (which activities include, without limitation, providing services to, entering into business relationships with, and making or receiving investments in or from third parties).