[Federal Register Volume 62, Number 140 (Tuesday, July 22, 1997)]
[Notices]
[Pages 39287-39292]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-19197]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22757; 813-148]


PW Masters Fund, L.P.; Notice of Application

July 16, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption Under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: PW Masters Fund, L.P. (the ``Initial Partnership'').

RELEVANT ACT SECTION: Applicant seeks an order under section 6(b) and 
6(e) granting an exemption from all provisions of the Act except 
sections 9, 17, (except for certain provisions of sections 17(a), (d), 
(f), (g), and (j) as described in the application), 30 (except for 
certain provisions of sections 30(a), (b), (e), and (h) as described in 
the application), and 36 through 53, and the rules and regulations 
thereunder.

SUMMARY of APPLICATION: Applicant seeks an order on behalf of itself 
and subsequent partnerships to be formed by PaineWebber Inc. 
(``PaineWebber'') that will be identical in all material respects to 
the Initial Partnership (the ``Subsequent Partnerships'' and together, 
the ``Partnerships'') that would grant an exemption from most 
provisions of the Act and would permit certain affiliated and joint 
transactions. Each Partnership will be an employees' securities company 
within the meaning of section 2(a)(13) of the Act.

FILING DATES: The application was filed on March 29, 1996, and amended 
on September 27, 1996, May 8, 1997, and July 2, 1997.

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 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on August 11, 1997, 
and should be accompanied by proof of service on applicant 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 reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, c/o PaineWebber Incorporated, 1285 Avenue of the 
Americas, 14th Floor, New York, N.Y. 10019

FOR FURTHER INFORMATION CONTACT: Suzanne Krudys, Senior Counsel, at 
(202) 942-0641, or Mercer E. Bullard, Branch Chief, (202) 942-0564 
(Office of Investment Company Regulation, Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. The Initial Partnership is a limited partnership organized under 
Delaware law. Subsequent Partnerships will be general or limited 
partnerships organized under state law and established from time to 
time by PaineWebber. The general partner of the Initial Partnership is 
PaineWebber Futures Management Corp. (the ``General Partner''), a 
Delaware corporation and a subsidiary of PaineWebber Group, Inc. 
(``PaineWebber Group''), which is a financial services holding company 
whose shares are publicly traded on the New York Stock Exchange. The 
general partner of Subsequent Partnerships may

[[Page 39288]]

be an entity directly or indirectly controlled by PaineWebber Group or 
any of its divisions or subsidiaries. PaineWebber, a registered 
investment adviser under the Investment Advisers Act of 1940, will 
serve as investment manager to the Initial Partnership. PaineWebber is 
a Delaware corporation and a subsidiary of PaineWebber Group.
    2. The Initial Partnership is an investment partnership established 
to enable employees of PaineWebber to pool their investment resources 
and to receive the benefit of certain investment opportunities that, 
because of substantial minimum purchase requirements, limited 
availability or otherwise, may not be available to an individual 
investor. The pooling of resources would permit diversification by, 
among other things, overcoming high minimum investment requirements, 
and participation in investment private partnerships that usually would 
not be offered to them as individual investors. The purpose of the 
Partnership is to reward and retain key personnel of PaineWebber Group 
or its divisions or subsidiaries.
    3. No Partnership will acquire any security issued by a registered 
investment company if immediately after such acquisition (i) the 
Partnership would own more than 3% of the outstanding voting stock of 
the registered investment company or (ii) more than 15% of the 
Partnership's assets would be invested in securities issued by 
registered investment companies, with the exception of temporary 
investments in money market funds. None of the Partnerships will make 
loans to its general partner, PaineWebber or any officer, director, 
employee or other affiliate of the General Partner or PaineWebber.
    4. The partnership agreement will provide that the Initial 
Partnership may be dissolved at any time by the General Partner in its 
sole discretion. In addition, the retirement, bankruptcy or dissolution 
of the General Partner shall dissolve the Initial Partnership. The 
limited partners of the Initial Partnership have no right to remove the 
General Partner.
    5. It is contemplated that, at least initially, a large proportion 
if not all of the Initial Partnership's assets will be invested in 
Masters Fund, L.P. (``Masters Fund''), a Delaware limited partnership 
whose general partner is PaineWebber Futures Management Corp. and whose 
investment manager is PaineWebber. Masters Fund is a private investment 
partnership that seeks capital appreciation over the long term in a 
wide range of market conditions principally through a program of 
investment in investment partnerships, managed funds, separate accounts 
and other investment vehicles that invest or trade in a wide range of 
equity securities and other instruments. Masters Fund and other private 
investment partnerships in which the Partnership may invest 
(collectively ``Private Funds'') generally rely on section 3(c)(1) of 
the Act for an exception from the definition of investment company.
    6. Equity interests in the partnership will be offered without 
registration under a claim of exemption under Section 4(2) of the 
Securities Act of 1933 (the ``Securities Act''). Such interests will be 
offered and sold only to (i) current employees of PaineWebber or any of 
its divisions or subsidiaries who are directors or officers at or above 
the level of Vice President (``Eligible Employees'') or (ii) trusts or 
other investment vehicles for the benefit of such Eligible Employees 
and/or the benefit of their immediate families. At the time of making 
an initial contribution and making any additional contribution to the 
Partnership, each Eligible Employee will be required to be (i) an 
accredited investor within the meaning of rule 501(a)(6) under the 
Securities Act or (ii) a non-accredited investor who (a) manages the 
``day to day'' affairs of the Partnership, including an employee 
identifying, investigating, structuring, negotiating and monitoring 
investments of the Partnership, communicating with limited partners, 
maintaining the books and records of the Partnership and/or making 
recommendations with respect to investment decisions and/or who is 
substantially involved in the sales and marketing of the Partnership 
and (b) whose income exceed $120,000 from all sources in the preceding 
calendar year and who has a reasonable expectation of reportable income 
of at least $150,000 during such individual's participation in the 
Partnership and (c) who has such knowledge and experience in financial 
and business matters that he or she is capable of evaluating the merits 
and risks of an investment in the Partnership.
    7. Only a small portion of PaineWebber employees will qualify as 
Eligible Employees. The Eligible Employees are experienced 
professionals in the financial services business, or in administrative, 
financial, accounting or operational activities related thereto. No 
Eligible Employee will be required to invest in any Partnership.
    8. Interests in the Initial Partnership will be nontransferable 
except with the prior written consent of the general partner of the 
Partnership, which consent may be withheld in its sole discretion. In 
any event, no person will be admitted to a Partnership as a partner 
unless such person or entity is (a) another Eligible Employee; (b) 
trusts or other investment vehicles for the benefit of such limited 
partner and/or such limited partner's immediate family; or (c) an 
entity affiliated with PaineWebber.
    9. The management of each of the Partnerships will be vested in its 
general partner and, in certain cases, in an investment manager. If a 
Partnership will be considered a commodity pool for purposes of the 
Commodity Exchange Act (the ``Commodity Act'') and the regulations 
thereunder, the general partner of the Partnership will be registered 
as a commodity pool operator to the extent such registration is 
required. The Initial Partnership is a commodity pool and the General 
Partner is registered as a commodity pool operator and will be 
responsible for selecting and allocating the Initial Partnership's 
assets among the investment vehicles that engage in future 
transactions. All other investment decisions with respect to the 
Initial Partnership will be made by PaineWebber. PaineWebber, the 
General Partner and the general partner of any Subsequent Partnerships 
may make investments of their own in the Partnership, as a partner or 
otherwise, and in any case the General Partner will invest to the 
minimum extent required to satisfy Federal income tax requirements in 
the case of limited partnerships, which investment will be pro rata 
with all investors as to income and capital.
    10. During the existence of each Partnership, books and accounts of 
the Partnership will be kept, in which the general partner of the 
Partnership will enter, or cause to be entered, all business transacted 
by the Partnership and all moneys and other consideration received, 
advanced and paid out or delivered on behalf of the Partnership, the 
results of the Partnership's operations, and each Partner's capital 
account. Such books at all times will be fully accessible to all 
Partners of the Partnership, subject to certain reasonable limitations 
to address concerns with respect to, among other things the 
confidentiality of certain information. In addition, the General 
Partner, or in the case of any Subsequent Partnership its general 
partner, or PaineWebber or the investment manager of any Subsequent 
Partnership will cause an audit of the financial statements for each 
fiscal year of the Partnership to be made by a nationally recognized 
firm of

[[Page 39289]]

independent certified public accountants. A copy of the accountant's 
report with respect to each fiscal year will be mailed or otherwise 
furnished to each partner of the Partnership within a specified period 
after the end of such fiscal year. Each Partnership will also supply 
all information reasonably necessary to enable the partners of the 
Partnership to prepare their Federal and state income tax returns. The 
General Partner or in the case of any Subsequent Partnership its 
general partner, or PaineWebber or the investment manager of any 
Subsequent Partnership also will generally furnish information 
regarding each Partnership to the Partners on a quarterly basis. It is 
expected that the scope and nature of the information furnished to the 
limited partners of any Partnership will be the same furnished to the 
third party investors of any investment vehicle in which the 
Partnership invests.
    11. A limited partner may withdraw all or a portion of his or her 
capital account at the end of a quarter on 60 days prior written 
notice, provided that a limited partner may not withdraw any amounts 
during the first twelve months following his or her initial capital 
contribution to the Initial Partnership. Withdrawals may be limited to 
the extent that the Initial Partnership is limited or restricted from 
effecting a withdrawal from any investment vehicle in which it has 
invested. Distributions upon withdrawal may be made in cash or in the 
sole discretion of the General Partner, in kind, or partly in cash and 
partly in kind, and in kind distributions may be made on a non pro-rata 
basis.
    12. The partnership agreement will provide that valuation of the 
assets of the Initial Partnership for all purposes, including valuation 
for purposes of determining the value of the interests of withdrawing 
limited partners (including, without limitation, limited partners who 
are required to withdraw by the General Partner, in its sole 
discretion, pursuant to the Partnership Agreement), will be as follows. 
Assets of the Initial Partnership for which market quotations are 
readily available will be valued at market value. Other assets of the 
Initial Partnership representing investments in investment partnerships 
or other investment vehicles, or with investment managers, will be 
valued based on the latest unaudited or audited financial statement or 
performance report unless the General Partner determines that some 
other valuation is more appropriate. All other assets of the Initial 
Partnership will be valued in the manner determined by the General 
Partner.
    13. A limited partner retiring in accordance with the partnership 
agreement (including, without limitation, a limited partner who is 
required to retire by the General Partner, in its sole discretion, 
pursuant to the Partnership Agreement) will be entitled to receive an 
amount equal to the value of his capital account as of the date of his 
retirement, and the legal representative of any deceased or 
incapacitated limited partner may, in the discretion of the general 
partner, be paid the value of such limited partner's capital account, 
as of the end of the then current fiscal year. Redemptions of a 
retiring limited partner's interest may be paid in cash or, in the sole 
discretion of the general partner of the Partnership, in kind or partly 
in cash and partly in kind, and in kind distributions may be made on a 
non pro-rata basis.
    14. Except to the extent that a Partnership is limited or 
restricted from effecting a withdrawal from any investment vehicle in 
which it has invested, retiring partners will be paid 90% of the 
estimate of the value of their capital account within 30 days after the 
date of such partner's retirement or the end of the fiscal year. 
Promptly after the General Partner of the Partnership has determined 
the capital accounts of the partners as of the retirement date or, if 
the retirement date is the last day of the fiscal year, the 
Partnership's independent public accountants have completed their audit 
of the Partnership's financial statements, the Partnership will pay to 
the retired limited partner or his representative the amount, if any, 
by which the amount to which such limited partner is entitled exceeds 
the amount previously paid, or the retired limited partner or 
representative will be obligated to pay to the Partnership the amount, 
if any, by which the amount previously paid exceeds the amount to which 
the retired limited partner is entitled, in each case together with 
interest thereon, to the extent permitted by applicable law, from the 
date of retirement or the last day of the fiscal year, as the case may 
be, to the date of payment at an annual rate equal to the 90-day 
Treasury Bill rate on such applicable date. A Partnership may retain as 
a reserve for Partnership liabilities or for other contingencies, so 
much of the amount to which a retiring limited partner is entitled as 
the General Partner, in its sole discretion, determines.
    15. No remuneration will be paid by the Partnership to either the 
General Partner or PaineWebber. The General Partner and PaineWebber do 
not intend to seek reimbursement from a Partnership except in the case 
of funds advanced to a Partnership, or to third parties on behalf of 
the Partnership, to pay Partnership expenses, but each reserves the 
right to do so at a future date. PaineWebber, the General Partner and 
the general partner of any Subsequent Partnerships will not charge a 
fee to, or receive any compensation from the Partnerships for its 
management services, although PaineWebber and the General Partner do 
receive fees from Masters Fund which will be borne by the Partnership 
pro rata along with other partners of Masters Fund.
    16. The Initial Partnership will be designated as a ``Special 
Limited Partner'' as an investor in the Masters Fund and will be 
charged by PaineWebber, the investment manager of Masters Fund, a 
reduced rate of 0.40% of the Initial Partnership's capital account in 
Masters Fund. An amount equal to 6.0% of the Initial Partnership's 
share of net profits of Masters Fund in excess of an annual 15% return 
will be reallocated to the general partner of Masters Fund. Any 
incentive allocation made to the general partner of Masters Fund will 
comply with rule 205-3 under the Advisers Act. The Initial Partnership 
will bear its allocable share of all other fees and expenses of Masters 
Fund including a quarterly administrative fee paid to the Masters 
Fund's administrator in an amount equal to 0.20% of the Initial 
Partnership's capital account in Masters Fund.
    17. A minimum initial capital contribution of $50,000, subject to 
reduction in the sole discretion of the General Partner, will be 
required of an Eligible Employee to become a limited partner of the 
Partnership. Additional contributions must be in an amount equal to at 
least $50,000, subject to reduction in the sole discretion of the 
General Partner. On the basis of the total capital contribution, each 
partner of the Partnership will have an aggregate contribution recorded 
in his capital account.

Applicant's Legal Analysis

    1. Applicant requests an exemption under section 6(b) and 6(e) of 
the Act from all provisions of the Act and the rules and regulations 
thereunder except sections 9, 17 (except for certain provisions of 
sections 17 (a), (d), (f), (g), and (j) as described in the 
application), 30 (except for certain provisions of sections 30 (a), 
(b), (e) and (h) as described in the application), and 36 through 53, 
and the rules and regulations thereunder.
    2. Section 17(a) provides, in relevant part, that it is unlawful 
for any affiliated

[[Page 39290]]

person of a registered investment company or any affiliated person of 
such person, acting as principal, knowingly to sell any security or 
other property to such company or to purchase from such company any 
security or other property. Applicant believes that section 17(a) would 
prohibit certain purchases of assets from a sales of assets to any of 
the Partnerships and borrowings from any of the Partnerships 
(collectively, ``Section 17(a) Transactions'') by affiliated persons of 
that Partnership and affiliated persons of such persons (collectively, 
``Section 17 Persons'').
    3. Applicant requests an exemption from the provisions of section 
17(a) to the extent necessary to permit any of the partnerships (a) to 
purchase and dispose of interests in a company of other investment 
vehicle which is a Section 17 Person with respect to that Partnership, 
whether by virtue of ownership by affiliated persons of one of the 
Partnerships of 5% or more of the voting securities of the company or 
vehicle, or otherwise, (b) to acquire investments from PaineWebber or 
any affiliate of PaineWebber that PaineWebber or any of its affiliates 
has, temporarily and as accommodation to one of the Partnerships, 
acquired on the Partnership's behalf, provided that the foregoing would 
not exempt transactions between one of the Partnerships and any 
director, officer or employee of the General Partner or PaineWebber and 
(c) to accept investment in any Partnership by a Section 17 Person.
    4. Applicant requests the exemption to allow the Partnerships to 
buy and sell as principals (a) the interests of other investment 
vehicles sponsored by PaineWebber and (b) the interests of private 
investment partnerships or other investment vehicles in which a Section 
17 Person including PaineWebber and any of its employees, officers and 
directors are investors. Applicant requests the relief to permit the 
Partnerships to have the flexibility to deal with their investments in 
the manner their general partner and/or PaineWebber deems most 
advantageous to the Partnerships. Applicant states that the exception 
in clause (b) of the previous paragraph is requested to permit 
PaineWebber to acquire an investment temporarily on behalf of a 
Partnership prior to or during its formation or prior to receipt by a 
Partnership of the necessary funds from its partners to make such 
acquisition itself. Applicant believes it is in the interests of the 
limited partners for the Partnerships to be able to take advantage of 
investment opportunities that are identified as attractive by the 
general partner or investment manager but may not remain available 
during the months required to organize the Initial or Subsequent 
Partnerships and solicit Eligible Employees, or to seek additional 
voluntary funds for one of the existing Partnerships. In such cases, 
applicant states that PaineWebber's motivation would be solely to 
accommodate the Initial or Subsequent Partnerships.
    5. Applicant contends that section 17(a) relief is appropriate 
because the partners of the Partnership will have been fully informed 
of the possible extent of the Partnerships' dealings with PaineWebber 
and its affiliates and, as successful professionals employed in the 
financial services industry, will be able to evaluate any attendant 
risks.
    6. Section 17(d) and rule 17d-1 thereunder, among other things, 
prohibit a Section 17 Person, acting as principal, from participating 
in, or effecting any transaction in connection with, any joint 
enterprise or other joint arrangement or profit-sharing plan in which 
the Partnerships are a participant.
    7. Applicant requests an exemption under rule 17d-1 to the extent 
necessary to permit the Partnerships to engage in transactions in which 
a Section 17 Person with respect to the Partnerships may participate as 
a co-investor with any such Partnerships and to allow Section 17 
Persons to invest in the Partnerships.
    8. Because of the number and sophistication of the potential 
partners in the Partnerships and the persons affiliated with such 
partners, applicant believes that strict compliance with section 17(d) 
of the Act may cause the Partnerships to forego many otherwise 
attractive investment opportunities simply because an affiliated person 
of PaineWebber or the Partnerships also had, or contemplated making, a 
similar investment. Applicant believes that the concern that permitting 
joint investments by PaineWebber or affiliates of PaineWebber might 
lead to disadvantageous treatment of the Partnerships should be 
mitigated by the fact that PaineWebber will be acutely concerned with 
its relationship with its employees who are partners in the 
Partnerships.
    9. Section 17(f) provides that the securities and similar 
investments of a registered management investment company must be 
placed in the custody of a bank, a member of a national securities 
exchange, or the company itself in accordance with SEC rules. Applicant 
requests an exemption from section 17(f) and rule 17f-1 thereunder to 
the extent necessary to permit PaineWebber to act as custodian without 
a written contract. Because there is a close association between the 
Partnerships and PaineWebber, applicant contends that requiring a 
detailed contract would cause each Partnership to unnecessary burden 
and expense. Furthermore, applicant notes that any securities of a 
Partnership held by PaineWebber will have the protection of fidelity 
bonds. Applicant also requests an exemption from the terms of rule 17f-
1(b)(4), as it does not believe that the expense of retaining an 
independent account to conduct periodic verifications (as required by 
the rule) is warranted given the community of interest of all the 
parties involved and the existing requirement for an independent annual 
audit.
    10. Section 17(g) and rule 17g-1 thereunder generally require the 
bonding of officers and employees of a registered investment company 
who have access to securities or funds of the company. Applicant 
requests an exemption from section 17(g) and rule 17g-1 to the extent 
necessary to permit the Partnerships to comply with rule 17g-1 without 
having a majority of the directors of the general partner who are not 
``interested persons'' (as defined in section 2(a)(19) of the Act) take 
such action and make such approvals as set forth in the rule and to 
permit the general partner to treat all Partnerships together as a 
single partnership for purposes of making a determination under section 
17(g) and rule 17g-1. Because all of the directors will be affiliated 
persons, applicant believes that, without the requested relief, the 
Partnerships could not comply with rule 17g-1. The Partnerships will, 
except for the requirements of such approvals by ``non-interested'' 
directors, otherwise comply with rule 17g-1.
    11. Section 17(j) and rule 17j-1 thereunder make it unlawful for 
certain enumerated persons to engage in fraudulent, deceitful, or 
manipulative practices in connections with the purchase or sale of 
security held or to be acquired by an investment company. Rule 17j-1 
also requires every registered investment company, its adviser, and its 
principal underwriter to adopt a written code of ethics with provisions 
reasonably designed to prevent fraudulent activities, and to institute 
procedures to prevent violations of the code. Applicant requests an 
exemption from the provisions of section 17(j) and rule 17j-1 because 
it believes they are burdensome and unnecessary and the exception is 
consistent with the policy of the Act. Applicant believes that the 
community of interests among the

[[Page 39291]]

partners of the Partnerships and the conditions set forth below in 
connection with the exemptions requested from sections 17 (a) and (d) 
should provide adequate safeguards. Applicant does not seek an 
exemption from, and applicant will comply with, the anti-fraud 
provisions of paragraph (a) of rule 17j-1.
    12. Applicant requests an exemption from the requirement in 
sections 30 (a), (b) and (e), and the rules thereunder, that registered 
investment companies prepare a file with the Commission and mail to 
their shareholders certain periodic reports and financial statements. 
Applicant believes that the forms prescribed by the SEC for periodic 
reports have little relevance to the Partnerships and would entail 
administrative and legal costs that outweigh any benefit to the limited 
partners. Applicant also requests an exemption from section 30(e) to 
the extent necessary to permit a Partnership to report annually to 
limited partners in the manner described in the application.
    13. Section 30(h) requires that every officer, director and member 
of an advisory board, investment advisor or affiliated person of an 
investment advisor of a closed-end investment company be subject to the 
same duties and liabilities as those imposed upon similar classes of 
persons under section 16(a) of the Securities Exchange Act of 1934 (the 
``1934 Act''). Applicant requests an exemption from the requirements of 
section 30(h) to the extent necessary to exempt the General Partner, 
the general partner of any Subsequent Partnership, PaineWebber, any 
investment manager of a subsequent Partnership, any affiliated person 
of PaineWebber or such other investment manager, and any of their 
respective officers or directors and any other persons who may be 
deemed members of an advisory board of any of the Partnerships from 
filing Forms 3, 4 and 5 under section 16 of the Exchange Act with 
respect to their ownership interests in the Partnerships. Applicant 
submits that its request is appropriate and consistent with the 
protection of investors because of the lack of trading market in and 
the restriction on transferability of Partnership interests.

Applicant's Conditions

    Applicant will comply with the following as conditions to any order 
granted by the SEC:
    1. As a condition of the relief requested for the Partnerships from 
sections 17 (a) and (d), applicant agrees that the proposed 
transactions otherwise prohibited by sections 17(a) and/or 17(d) to 
which any Partnership is a party will be affected only in accordance 
with the following: (a) the Partnerships will not acquire any interest 
in PaineWebber or the PaineWebber Group; (b) any acquisition by any of 
the Partnerships of an investment covered by the section 17(a) relief 
will be affected at value (as defined in section 2(a)(41) of the Act), 
as determined in good faith by the General Partner, or in the case of 
any Subsequent Partnership, its general partner, or PaineWebber, except 
that transfers from the General Partner, or in the case of any 
Subsequent Partnership, its general partner, or PaineWebber will be 
effected at cost as described in paragraph c below; (c) transfer of an 
investment from the General Partner, the general partner of any 
Subsequent Partnership or PaineWebber to any of the Partnerships will 
be effected as soon as reasonably practicable after the acquisition by 
the General Partner, the general partner of any Subsequent Partnership 
or PaineWebber, but in any event within one year and will be effected 
at the General Partner's, general partner's or PaineWebber's cost, 
which includes any actual interest charges, not to exceed the 
prevailing prime rate, incurred to purchase and hold the property in 
question; and (d) the General Partner and any general partner of any 
Subsequent Partnership will adopt, and periodically reivew and update, 
procedures designed to ensure that reasonable inquiry is made, prior to 
the consummation of any such transaction, with respect to the possible 
involvement in the transaction of any affiliated person of the 
Partnership, or any affiliated person of such a person.
    2. As a condition of the relief requested for the Partnerships 
under sectin 17(d) and rule 17d-1, applicant agrees that proposed 
transactions otherwise prohibited by section 17(d) to which any 
Partnership is a party will be effected in accordance with the 
following: The General Partner and any general partner of any 
Subsequent Partnership will not invest funds of the Partnership in any 
investment in which a Section 17 Person has or proposes to acquire the 
same class of securities of the same issuer, where the investment 
involves a joint enterprise or other joint arrangement within the 
meaning of rule 17d-1 in which the Partnership and the Section 17 
Person are participants, unless any such Section 17 Person agrees that, 
prior to disposing of all or part of its investment, it will (i) give 
the General Partner or, in the case of any Subsequent Partnership, its 
general partner, sufficient, but not less than one day's notice of its 
intent to dispose of its investment, and (ii) refrain from disposing of 
its ivestment unless the Partnership has the opportunity to dispose of 
the Partnership's investment prior to or concurrently with, and on the 
same term as, and pro rata with the Section 17 Person. The restrictions 
contained in this condition, however, shall not be deemed to limit or 
prevent the disposition of an investment by a Section 17 Person: (i) to 
its direct or indirect wholly-owned subsidiary, to any company (a 
``parent'') of which the Section 17 Person is a direct or indirect 
wholly-owned subsidiary, or to a direct or indirect wholly-owned 
subsidiary of its parent; (ii) to immediate family members of the 
Section 17 Person or a trust established for any such family members; 
(ii) when the investment is comprised of securities that are listed on 
any exchange registered as a national securities exchange under section 
6 of the 1934 Act; or (iv) when the investment is comprised or 
securities that are national market system securities pursuant to 
section 11A(a)(2) of the 1934 Act and rule 11Aa2-1 thereunder.
    3. As a further condition to a Partnership's participation in 
Section 17(a) Transactions or Section 17(d) Transactions for which 
relief is requested herein, applicant agrees that such Transaction will 
be affected in compliance with section 57(f) of the Act as if the 
applicant were a business development company to the extent that the 
General Partner, or in the case of any subsequent Partnership its 
general partner, or PaineWebber (instead of the ``required majority'' 
as defined in section 57) approves that transactions on the basis 
hereinafter set forth. The General Partner or, with respect to a 
Subsequent Partnership, its general partner, must approve the 
Transaction on the basis that as follows: (1) The terms of such 
Transaction, including the consideration to be paid or received, are 
fair and reasonable to the partners of the Initial or Subsequent 
Partnership and do not involve overreaching of the Initial or 
Subsequent Partnership or its partners on the part of any person 
concerned; (2) the proposed Transaction in consistent with the 
interests of the partners and consistent with the partnership agreement 
or the partnership agreement of any Subsequent Partnership and its 
report to partners; and (3) the general partner or PaineWebber will 
preserve in its records a description of such Transaction, its 
findings, the information or materials upon which its findings were 
based, and the basis therefore. All such records will be maintained for 
the life of the Initial and

[[Page 39292]]

Subsequent Partnership and for a period of at least six years after the 
termination of the Initial or Subsequent Partnership, and will be 
subject to examination by the SEC and its staff.\1\
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    \1\ Consistent with rule 31a-2 under the Act, each of the 
Partnerships will preseve the accounts, books and other documents 
required to be maintained in an easily accessible place for the 
first two years.
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    4. Each Partnership and its general partner will maintain and 
preserve, for the life of the Partnership and at least two years 
thereafter, such accounts, books, and other documents as constitute the 
record forming the basis for the audited financial statements that are 
to be provided to the limited partners, and each annual report of the 
Partnership required to be sent to the limited partners, and agree that 
all such records will be subject to examination by the SEC and its 
staff.
    5. The General Partner and any general partner of any Subsequent 
Partnership will send to each limited partner of such Partnership who 
had an interest in any capital account of such Partnership, at any time 
during the fiscal year then ended, Partnership financial statements 
audited by the Partnership's independent accountants. At the end of 
each fiscal year, the General Partner and the general partner of each 
Subsequent Partnership will make a valuation or have a valuation made 
of all of the assets of such partnership as of such fiscal year end in 
a manner consistent with customary practice with respect to the 
valuation of assets of the kind held by the Partnership. In addition, 
within 90 days after the end of each fiscal year of each Partnership or 
as soon as practicable thereafter, the general partner of such 
Partnership will send a report to each person who was a partner at any 
time during the fiscal year then ended, setting forth such tax 
information as shall be necessary for the preparation by the partner of 
his Federal and state income tax returns and a report of investment 
activities during the year.
    6. If purchases or sales are made by a Partnership from or to an 
entity affiliated with the Partnership by reason of a 5% or more 
investment in such entity by any director, officer or employee of 
PaineWebber or by any director, officer of the general partner of that 
Partnership, such individual will not participate in that general 
partner's determination of whether or not to effect such purchase or 
sale.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-19197 Filed 7-21-97; 8:45 am]
BILLING CODE 8010-01-M