[Federal Register Volume 62, Number 239 (Friday, December 12, 1997)]
[Notices]
[Pages 65457-65458]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-32488]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22928; 811-5280]


Partner Wealth Fund I, L.P.; Notice of Application

December 5, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for order under section 8(f) of the 
Investment Company Act of 1940 (the ``Act'') declaring that applicant 
has ceased to be an investment company.

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SUMMARY OF APPLICATION: Applicant, Partner Wealth Fund I, L.P., is an 
employees' securities company under section 2(a)(13) of the Act. 
Applicant requests an order declaring that it has ceased to be an 
investment company.

FILING DATES: The application was filed on November 19, 1997. Applicant 
has agreed to file an amendment, the substance of which is incorporated 
in this notice, during the notice period.

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 December 30, 
1997, and should be accompanied by proof of service on the 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 333 Clay Street, Suite 2300, Houston, TX 77002.

FOR FURTHER INFORMATION CONTACT:
Kathleen L. Knisely, Staff Attorney, at (202) 942-0517 (Division of 
Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: This is a summary of the application. The 
complete application may be obtained for a fee from the SEC's Public 
Reference Branch, 450 Fifth Street, N.W., Washington, D.C. 20549 (tel. 
202-942-8090).

Applicant's Representations

    1. Applicant is a Delaware limited partnership and an employees' 
securities company under section 2(a)(13) of the Act. On July 21, 1987, 
applicant received an order from the SEC exempting applicant from 
various provisions of the Act.\1\ On August 13, 1987, applicant filed a 
notification of registration on Form N-8A.
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    \1\ Investment Company Act Release Nos. 15824 (notice) (June 24, 
1987) and (July 21, 1987) (order).
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    2. Under applicant's limited partners have received distributions 
at least

[[Page 65458]]

equal to each partner's respective investment in applicant. On October 
2, 1996, the board of directors of Touche Holdings, Inc., applicant's 
general partner (the ``General Partner''), met and approved the sale of 
substantially all of applicant's assets.\2\ On November 4, 1996, 
applicant's liabilities exceeded its assets and applicant sold 
substantially all of its assets in exchange for cash and a promissory 
note which applicant then transferred together with its other assets to 
Deloitte & Touche USA LLP (``D&T''), the parent of applicant's General 
Partner, in partial satisfaction of a promissory note previously issued 
by applicant to D&T. D&T forgave a portion of the note not satisfied by 
the assets received from applicant.
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    \2\ Under applicant's limited partnership agreement the General 
Partner has sole discretion to affect the liquidation and need not 
obtain the consent of the limited partners.
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    3. D&T is assuming all administrative and legal expenses in 
connection with the liquidation of applicant. Such expenses are 
estimated at $15,000.
    4. As of the date of the application, applicant had no outstanding 
security-holders to whom any distributions were due. Applicant also had 
no liabilities, or assets, and was not a party to any litigation or 
administrative proceeding. Applicant is not engaged, nor does it 
propose to engage, in any business activities other than those 
necessary for the winding up of its affairs.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 97-32488 Filed 12-11-97; 8:45 am]
BILLING CODE 8010-01-M