[Federal Register Volume 59, Number 73 (Friday, April 15, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-9114]
[[Page Unknown]]
[Federal Register: April 15, 1994]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-20209; 812-8836]
ML Venture Partners II, L.P. et al.; Notice of Application April
8, 1994.
AGENCY: Securities and Exchange Commission (the ``SEC'' or the
``Commission'').
ACTION: Notice of application for an order under the Investment Company
Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
APPLICANTS: ML Venture Partners II, L.P. (``MLVP II''), ML Oklahoma
Venture Partners, Limited Partnership (``ML Oklahoma,'' and, together
with MLVP II, the ``Partnerships''), Merrill Lynch, Pierce, Fenner &
Smith Incorporated (``Merrill Lynch''), and Donaldson, Lufkin &
Jenrette Securities Corporation (``DLJ'').
RELEVANT ACT SECTIONS: Exemption requested under section 57(c) from the
provisions of section 57(a)(2).
SUMMARY OF APPLICATION: Applicants seek an order relating to the sale
of shares of common stock of (i) Eckerd Corporation (``Eckerd''), Borg-
Warner Security Corporation (``B-W Security'') and Borg-Warner
Automotive, Inc. (``B-W Automotive'') by MLVP II in an underwriting in
which Merrill Lynch and/or DLJ are members of the underwriting
syndicate, and (ii) Eckerd by ML Oklahoma in an underwriting in which
Merrill Lynch is a member of the underwriting syndicate.
FILING DATE: The application was filed on February 18, 1994. By
supplemental letter dated April 8, 1994, counsel, on behalf of
applicants, agreed to file an amendment during the notice period to
make certain technical changes. This notice reflects the changes to be
made to the application by such amendment.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicants with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on May 2, 1994, and
should be accompanied by proof of service on the applicants, in the
form of an affidavit or, for lawyers, a certificate of service. Hearing
requests should state the nature of the writer's interest, the reasons
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request such notification by writing to the
SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549.
MLVP II and Merrill Lynch, North Tower, World Financial Center, New
York, New York 10281. ML Oklahoma, 6100 South Yale, One Warren Place,
Suite 2019, Tulsa, Oklahoma 74136. DLJ, 140 Broadway, New York, New
York 10005.
FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Special Counsel, (202)
504-2259, or Barry D. Miller, Senior Special Counsel, (202) 272-3018
(Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the SEC's Public Reference Branch.
Applicants' Representations
1. MLVP II, a Delaware limited partnership, is a business
development company under the Act. The investment objective of MLVP II
is to seek long-term capital appreciation by making venture capital
investments. The General Partners of MLVP II consist of the MLVP II
Individual General Partners and the MLVP II Managing General Partner.
The MLVP II Individual General Partners include the three MLVP II
Independent General Partners (defined to be individuals who are not
``interested persons'' of MLVP II) and one general partner who is an
individual and who is an affiliated person of the MLVP II Managing
General Partner MLVP II Co., L.P., the MLVP II Managing General
Partner, is a limited partnership controlled by its general partner,
Merrill Lynch Venture Capital Inc. (the ``Management Company''). The
Management Company, an indirect subsidiary of Merrill Lynch & Co., Inc.
(``ML & Co.''), performs, or arranges for the performance of, the
management and administrative services necessary for the operation of
MLVP II. On May 23, 1991, MLVP II, the MLVP II Managing General
Partner, and the Management Company retained DLJ Capital Management
Corporation (the ``Sub-Manager''), an indirect wholly-owned subsidiary
of Donaldson, Lufkin & Jenrette, Inc., to provide management services
in connection with the venture capital investments of MLVP II pursuant
to a Sub-Management Agreement dated as of that date (the ``Sub-
Management Agreement''). Under the Sub-Management Agreement, the Sub-
Manager is primarily responsible for the venture capital investments of
MLVP II. The agreement provides that the Sub-Manager shall, subject to
the overall supervision of the MLVP II Individual General Partners,
``make all decisions regarding Venture Capital Investments and, among
other things, find, evaluate, structure, monitor and liquidate such
investments.''
2. ML Oklahoma, an Oklahoma limited partnership, is a business
development company under the Act. The investment objective of ML
Oklahoma is to seek long-term capital appreciation by making venture
capital investments. ML Oklahoma has been organized to qualify as a
``qualified venture capital company'' under Oklahoma law and intends to
invest at least 55% of its capitalization in companies that constitute
``Oklahoma business ventures'' under Oklahoma law. The General Partners
of ML Oklahoma consist of the ML Oklahoma Individual General Partners
and the ML Oklahoma Managing General Partner. The ML Oklahoma
Individual General Partners include the three ML Oklahoma Independent
General Partners (defined to be individuals who are not ``interested
persons'' of ML Oklahoma) and one general partner who is an individual
and who is an affiliated person of the ML Oklahoma Managing General
Partner. MLOK Co., Limited Partnership, the ML Oklahoma Managing
General Partner, is responsible for identification and management of ML
Oklahoma's venture capital investments. The general partner of the ML
Oklahoma Managing General Partner is the Management Company, which
performs, or arranges for the performance of, the management and
administrative services necessary for ML Oklahoma.
3. Merrill Lynch, a Delaware corporation, is the principal
subsidiary of ML & Co., Inc. ML & Co., a Delaware corporation, is a
diversified financial services holding company which, through its
subsidiaries, provides investment and financing, insurance, real
estate, and related services.
4. DLJ, a Delaware corporation, is a wholly-owned subsidiary of
Donaldson, Lufkin & Jenrette, Inc., a holding company which through its
subsidiaries engages in the following activities: investment banking,
merchant banking, public finance, trading, distribution, and research.
Donaldson, Lufkin & Jenrette, Inc. is a subsidiary of The Equitable
Companies Incorporated.
5. Eckerd, a Delaware corporation, operates the Eckerd Drug Store
chain, which is the third largest drug store chain in the United
States. Eckerd was formed in 1985 for the purposes of effecting the
leveraged buyout of Jack Eckerd Corporation, a Florida corporation. The
$1.43 billion leveraged buyout was structured by Merrill Lynch Capital
Partners, Inc. (``MLCP''), a Delaware corporation and wholly-owned
subsidiary of ML & Co., on April 30, 1986.
6. In early 1990, Eckerd negotiated the acquisition of 223
drugstores from Revco D.S. Inc. and Revco Discount Drug Centers, Inc.
(collectively, ``Revco''). Eckerd Holdings II, Inc. (``Eckerd II''), a
Delaware corporation, was formed for the purpose of completing the
acquisition of the 223 drug stores. Eckerd II was initially financed by
Merrill Lynch Interfunding, Inc. (``MLIF''), an indirect wholly-owned
subsidiary of ML & Co. specializing in leveraged buyouts, bridge loans,
and other short-term financings, and other affiliates of ML & Co. (the
``Merrill Lynch Investors''). MLIF and the other Merrill Lynch
Investors subsequently exchanged their shares of Eckerd II for shares
of common stock of EDS Holdings, Inc., a newly formed Delaware
corporation (``EDS Holdings''), and Eckerd II became a wholly-owned
subsidiary of EDS Holdings. Pursuant to a management agreement, Eckerd
operated the drugstores owned by Eckerd II from 1990 to 1993. As of
November 20, 1990, MLIF owned 484,877 shares of EDS Holdings Class A
voting common stock and certain other affiliates of ML & Co. owned
1,663,920 shares of EDS Holding Class A voting common stock.
7. In February 1991, MLIF offered to sell 71,417 shares of its EDS
Holdings common stock to MLVP II at its original cost of $12.00 per
share or $857,004, plus reimbursement for its costs of carrying such
investment from July 23, 1990 until the date of acquisition by MLVP II.
Also in February 1991, MLIF offered to sell 11,916 shares of its EDS
Holdings common stock to ML Oklahoma at its original cost of $12.00 per
share or $142,992, plus reimbursement for its costs of carrying the
investment from July 23, 1990 until the date of acquisition by ML
Oklahoma. Since MLVP II, ML Oklahoma and MLIF may have been deemed to
be under the control of ML & Co., MLVP II and ML Oklahoma refrained
from purchasing the shares of EDS Holdings common stock from MLIF
pending the receipt of an exemptive order from the Commission.
Accordingly, MLIF granted MLVP II an option to purchase the 71,417
shares of EDS Holdings common stock at $12.00 per share or $857,004,
plus reimbursement for MLIF's costs of carrying the investment from
July 23, 1990 until the date of acquisition by MLVP II. Similarly, MLIF
granted ML Oklahoma an option to purchase the 11,916 shares of EDS
Holdings common stock at $12.00 per share or $142,992, plus
reimbursement for MLIF's costs of carrying the investment from July 23,
1990 until the date of acquisition by ML Oklahoma.
8. On May 29, 1992, the Commission issued an order (the ``Eckerd
Order'') pursuant to sections 6(c) and 57(c) of the Act exempting the
purchase by MLVP II and ML Oklahoma of the common stock of EDS Holdings
from MLIF from the provisions of section 57(a)(1) of the Act and
authorizing such purchase pursuant to sections 57(i) and 17(d) of the
Act and rule 17d-1 thereunder.\1\
---------------------------------------------------------------------------
\1\ML Venture Partners II, L.P. (Investment Company Act Release
Nos. 18687 (April 30, 1992) (notice) and 18740 (May 29, 1992)
(order).
---------------------------------------------------------------------------
9. On July 20, 1992, in accordance with the terms of the Eckerd
Order, MLVP II acquired 71,417 shares of common stock of EDS Holdings.
MLVP II's cost of such acquisition aggregated $857,004, or $12.00 per
share, plus carrying costs of $106,522, or $1.49 per share. On July 22,
1992, in accordance with the terms of the Eckerd Order, ML Oklahoma
acquired 11,916 shares of common stock of EDS Holdings. ML Oklahoma's
cost of such acquisition aggregated $142,992 or $12.00 per share, plus
carrying costs of $17,804, or $1.49 per share.
10. On August 5, 1993, 4,500,000 shares of common stock of Eckerd
were offered to the public in an underwritten offering lead-managed by
Merrill Lynch. Prior to such offering, the holders of EDS Holdings
common stock, including MLVP II and ML Oklahoma, exchanged their shares
for shares of common stock of Eckerd pursuant to an Exchange Agreement
with Eckerd under which the shareholders of EDS Holdings had the right
to exchange their shares for shares of Eckerd on a one-for-one basis.
Subsequent to such exchange, EDS Holdings was merged into Eckerd with
Eckerd II becoming a wholly-owned subsidiary of Eckerd. Since the
initial public offering, the common stock of Eckerd has traded on the
New York Stock Exchange (the ``NYSE'') under the symbol ``ECK.'' In
addition to the purchasers in the public offering and in subsequent
secondary market transfers, the stockholders of Eckerd include MLVP II,
ML Oklahoma, certain affiliates of ML & Co., members of management, and
other institutional investors.
11. As of January 31, 1994, MLVP II owned 92,843 shares, or 0.3%,
of the outstanding common stock of Eckerd. At such date, ML Oklahoma
owned 15,491 shares, or 0.05%, of such common stock. At such date,
affiliates of ML & Co. (excluding MLVP II and ML Oklahoma) owned
14,588,770 shares, or approximately 47.03%, of such common stock.
12. B-W Security, a Delaware corporation, is engaged in the
business of providing protective services, including guard, alarm,
armored transport, and courier services. B-W Automotive, a Delaware
corporation, develops, manufactures and markets highly engineered
components primarily for automotive powertrain applications.
13. During 1987, MLCP structured a leveraged buyout of Borg-Warner
Corporation (``Old Borg-Warner''), a predecessor of B-W Security and B-
W Automotive. As a result of such leveraged buyout, all of Old Borg-
Warner's equity securities were owned by Borg-Warner Holdings
Corporation (``Borg-Warner Holdings''). Pursuant to a series of
transactions, ML & Co. and its affiliates acquired 10.2 million shares
of Borg-Warner Holdings common stock at $10.00 per share.
14. At the time such shares were acquired by ML & Co. and its
affiliates, MLCP offered 500,000 shares to MLVP II. The investment by
MLVP II could not be made concurrently with the other ML & Co.
affiliated entities without obtaining exemptive relief from the
Commission with respect to certain provisions of the Act. Accordingly,
the Management Company agreed to purchase and hold the 500,000 shares
offered to MLVP II and to sell such shares to MLVP II at a price
determined as described below following the granting of such exemptive
relief. The purchase price to be paid by MLVP II to the Management
Company for the Borg-Warner Holdings common stock was calculated based
on a formula of the lower of (i) the value of the investments on the
date MLVP II acquired such common stock (as determined by the MLVP II
Independent General Partners) or (ii) the cost to the Management
Company of purchasing and holding the investment.
15. On September 1, 1988, the Commission issued an order exempting
the purchase by MLVP II of the common stock of Borg-Warner Holdings
from the provisions of section 57(a)(1) of the Act and authorizing such
purchase pursuant to sections 57(i) and 17(d) of the Act and rule 17d-1
thereunder.\2\ On September 9, 1988, the MLVP II Individual General
Partners approved the acquisition by MLVP II of 500,000 shares of Class
A common stock of Borg-Warner Holdings. The cost of such acquisition
aggregated $5,000,000, or $10.00 per share, plus carrying costs of
$427,231, or $.85 per share. Borg-Warner Holdings subsequently changed
its name to Borg-Warner Corporation (``Borg-Warner'').
---------------------------------------------------------------------------
\2\ML Venture Partners II, L.P., Investment Company Act Release
Nos. 16517 (Aug. 8, 1988) (notice) and 16545 (Sept. 1, 1988)
(order).
---------------------------------------------------------------------------
16. In January 1993, Borg-Warner spun-off B-W Automotive to its
existing shareholders, giving each shareholder, including MLVP II, one
share of B-W Automotive for each share of Borg-Warner owned at such
date. Borg-Warner subsequently changed its name to B-W Security.
17. On January 19, 1993, 3,300,000 shares of common stock of B-W
Security were offered to the public at $18.50 per share in an
underwritten offering lead-managed by Merrill Lynch. On August 12,
1993, 3,500,000 shares of common stock of B-W Automotive were offered
to the public at $25.00 per share in an underwritten offering lead-
managed by Merrill Lynch. The common stock of both B-W Security and B-W
Automotive trade presently on the NYSE under the symbols ``BOR'' and
``BWA,'' respectively. In addition to purchasers in the public
offerings and in subsequent secondary market transfers, the
stockholders of B-W Security and B-W Automotive include MLVP II,
certain affiliates of ML & Co., members of management, and other
institutional investors.
18. As of January 31, 1994, MLVP II owned 500,000 shares or
approximately 2.48% of the outstanding common stock of each of B-W
Security and B-W Automotive. At such date, affiliates of ML & Co.
(excluding MLVP II) owned 9,700,000 shares or approximately 48.2% of
the outstanding common stock of each of B-W Security and B-W
Automotive.
19. Although MLVP II has made no determination as to the time at
which it would like to sell its investments in Eckerd, B-W Securities,
and B-W Automotive, MLVP II is now considering alternative methods of
disposing of such investments. One of these companies has made an
initial filing with respect to a proposed secondary offering of its
securities.
Applicants' Legal Analysis
1. MLVP II, ML Oklahoma, Merrill Lynch, and DLJ request an order of
the Commission pursuant to section 57(c) exempting from the provisions
of section 57(a)(2) sales of shares of common stock of (i) Eckerd, B-W
Securities, and B-W Automotive, MLVP II in underwritings in which
Merrill Lynch and/or DLJ are members of the underwriting syndicate, and
(ii) Eckerd by ML Oklahoma in underwritings in which Merrill Lynch is a
member of the underwriting syndicate.\3\
---------------------------------------------------------------------------
\3\Applicants do not believe that the proposed transactions
would constitute joint transactions under section 57(a)(4) and rule
17d-1 and therefore have not requested that the order include relief
under that section and rule. Applicants recognize that the
Commission expresses no opinion on this issue.
---------------------------------------------------------------------------
2. Section 57(a)(2) prohibits certain affiliates of a business
development company from purchasing any security or other property on a
principal basis from the business development company or from any
company controlled by the business development company, except
securities of which the seller is the issuer. Section 57(b) provides,
in part, that the affiliates affected by section 57(a) include any
``person directly or indirectly either controlling, controlled by or
under common control with'' the business development company. Section
57(c) provides that a person may file an application with the
Commission for an order exempting a proposed transaction from one or
more provisions of section 57(a) (1)-(3), and that the Commission shall
issue such an order if evidence establishes that: (a) the terms of the
proposed transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching of
the business development company or its shareholders or partners on the
part of any person concerned; (b) the proposed transaction is
consistent with the policy of the business development company as
recited in the filings made by such company with the Commission under
the Securities Act of 1933, its registration statement and reports
filed under the Securities Exchange Act of 1934, and its report to
shareholders or partners; and (c) the proposed transaction is
consistent with the general purposes of the Act.
3. Applicants believe that the Management Company is controlled by
ML & Co. and that ML & Co. might be deemed to exercise a controlling
influence over MLVP II, ML Oklahoma and Merrill Lynch since the general
partner of the MLVP II Managing General Partner and ML Oklahoma
Managing General Partner is an indirect subsidiary of ML & Co. and
Merrill Lynch is an indirect wholly-owned subsidiary of ML & Co.
Likewise, applicants believe that the Sub-Manager Is controlled by
Donaldson, Lufkin & Jenrette, Inc. and that Donaldson, Lufkin &
Jenrette, Inc. might be deemed to exercise a controlling influence over
MLVP II and DLJ since the Sub-Manager has primary control over the
venture capital investments of MLVP II and DLJ is a wholly-owned
subsidiary of Donaldson, Lufkin & Jenrette, Inc. As a result of these
affiliations, sales of securities on a principal basis by MLVP II to
Merrill Lynch and/or DLJ and ML Oklahoma to Merrill Lynch are
prohibited by section 57(a) of the Act and cannot be effected unless an
order is obtained pursuant to section 57(c) of the Act.
4. Applicants submit that the statutory standards set forth above
will be satisfied with respect to the relief requested under section
57(c) of the Act. In this connection, applicants believe that the
structure of the proposed transaction has been designed to insure that
the terms of the transaction will be fair and reasonable, will not
involve overreaching on the part of any person concerned, and will
eliminate the possibility of abuses of the potential conflict of
interest. The terms of the proposed transaction provide that the
Partnerships will only sell shares in an underwritten offering in which
Merrill lynch and/or DLJ (in the case of MLVP II) are members of the
underwriting syndicate if certain conditions are met. The Sub-Manager
for MLVP II and the ML Oklahoma Managing General Partner must initially
evaluate the proposed transaction and determine to recommend the sale
of the investments.
5. The abuses that section 57(a)(2) is designed to deter are
limited with respect to the proposed transactions. The shares of each
of Eckerd, B-W Securities, and B-W Automotive are traded on the NYSE
and the price to be paid for shares in an underwritten offering will
approximate the trading price of such shares on the NYSE less an
underwriting discount. The underwriting terms with respect to the
Partnerships' sale of shares must be on the same terms applicable to
any selling shareholder participating in the offering, including terms
applicable to affiliates of ML & Co. and/or DLJ (with respect to sales
by MLVP II). The underwriting terms and arrangements, including the
underwriting discount, will be reviewed and passed upon by the NASD and
by the Individual General Partners, and separately by the Independent
General Partners.
6. Liquidity in portfolio investments is becoming increasingly
important as MLVP II and ML Oklahoma approach their eighth and sixth
year, respectively, of their ten year terms. The ability to sell shares
in an underwritten offering in which Merrill Lynch and/or DLJ (in the
case of MLVP II) are acting as underwriters may provide liquidity not
otherwise available to the Partnerships. With respect to ML Oklahoma
and MLVP II's investments in Eckerd and MLVP II's investments in B-W
Security and B-W Automotive, the Partnerships are significantly
restricted in the number of shares they can sell in the public market.
Due to their affiliation with such companies through Merrill Lynch,
sales by the Partnerships in the public market of shares of such
companies are subject to the volume limitations contained in rule 144
under the Securities Act of 1933. In this regard, the Partnerships'
sales may be subject to further aggregation with sales by affiliates of
Merrill Lynch, further limiting the Partnerships' ability to liquidate
their investments. Given the substantial holdings of affiliates of
Merrill Lynch in Eckerd, B-W Security and B-W Automotive, and the fact
that Merrill Lynch acted as lead managing underwriter for such
companies in their respective initial public offerings, it is likely
that Merrill Lynch will be the lead managing underwriter or otherwise a
member of the underwriting syndicate in future offerings of such
companies' securities. Thus, in the absence of the requested relief,
MLVP II and ML Oklahoma will be at a substantial disadvantage because
they will be unable to liquidate their holdings at a time when other
Merrill Lynch affiliates are selling shares in an underwritten offering
for which Merrill Lynch and/or DLJ (in the case of MLVP II) are members
of the underwriting syndicate.
7. MLVP II and ML Oklahoma believe that the relief requested is
consistent with the purpose of MLVP II and ML Oklahoma, their stated
policies and the disclosure made to their prospective investors.
Applicants also believe that the proposed transactions are in the best
interests of MLVP II and ML Oklahoma to the extent that such
transactions permit the Partnerships to liquidate portfolio securities
on favorable terms and in a more expeditious manner than would
otherwise be available.
Applicants' Conditions
Applicants agree that the order of the Commission granting the
requested relief shall be subject to the following conditions:\4\
---------------------------------------------------------------------------
\4\The conditions with respect to the sale of the Partnerships'
respective investments in Eckerd, and MLVP II's investments in B-W
Security and B-W Automotive (the ``Investments'') are identical for
MLVP II and ML Oklahoma, except that references to the Sub-Manager
are to be considered references to the ML Oklahoma Managing General
Partner in the case of ML Oklahoma, and references to Merrill Lynch
and/or DLJ are to be considered references to Merrill Lynch alone in
the case of ML Oklahoma. References to the ``Partnership'' refer to
either MLVP II or ML Oklahoma.
---------------------------------------------------------------------------
1. If the Partnership is offered the opportunity to sell shares of
an Investment in an underwritten offering in which Merrill Lynch and/or
DLJ is a member of the underwriting syndicate, the Sub-Manager will
review the terms of the proposed offering. The Sub-Manager will provide
a written report to the Independent General Partners which will set
forth the Sub-Manager's recommendation as to whether the Partnership
should sell shares in such underwritten offering based on the Sub-
Manager's analysis of all factors it deems relevant, including the
terms of the proposed underwritten offering.
2. The Partnership will be given the opportunity to sell shares in
such underwritten offering on at least a proportionate basis with
affiliates of Merrill Lynch and DLJ (if any), and on the same terms
applicable to any selling shareholders participating in the offering,
including terms applicable to affiliates of ML & Co. and DLJ (if any)
selling shares in such offering. In this regard, the underwriting
discount with respect to such offering will be no larger than the
customary underwriting discount charged by underwriters for equity
securities in similar transactions.
3. The Partnership will only participate in such underwritten
offering if the shares to be sold continue to be traded on the NYSE as
of the date of the offering and if the offering price is determined by
reference to, and approximates, the price of the shares on the NYSE at
the time the offering price is determined.
4. The underwriting terms and arrangements with respect to the
proposed transaction must be determined by the Individual General
Partners, and a majority of the Independent General Partners, to be
fair and reasonable.
5. If the Sub-Manager, on the basis of its evaluation described
above, recommends that the Partnership sell shares in such underwritten
offering the Individual General Partners shall then determine whether,
in their view, it is in the best interests of the Partnership to sell
shares in such underwritten offering. The Partnership shall only sell
shares in such underwritten offering if the Individual General
Partners, including a majority of the Independent General Partners,
determine that:
(i) The terms of the proposed transaction, including the
consideration to be paid to the Partnership, are reasonable and fair
and to not involve overreaching of the Partnership or its partners on
the part of any person concerned;
(ii) The proposed transaction is consistent with the policy of the
Partnership as indicated in its filings under the Securities Act of
1933 and the Securities Exchange Act of 1934, and its reports to its
partners; and
(iii) Participation by the Partnership in the proposed transaction
is in the best interests of the Partners of the Partnership.
6. The Partnership will maintain the records required by section
57(f)(3) of the Act as if each of the transactions permitted under
these conditions were approved by the Independent General Partners
under section 57(f).
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-9114 Filed 4-14-94; 8:45 am]
BILLING CODE 8010-01-M