[Federal Register Volume 63, Number 44 (Friday, March 6, 1998)]
[Notices]
[Pages 11320-11324]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-5819]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Rel. No. 23053; 813-160]


RGIP, LLC and Ropes & Gray; Notice of Application

March 2, 1998.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under sections 6(b) and 6(e) 
of the Investment Company Act of 1940 (``Act'') granting an exemption 
from all provisions of the Act, except section 9, section 17 (except 
for certain provisions of sections 17(a), (d), (f), (g), and (j)), 
section 30 (except for certain provisions of sections 30(a), (b), (e), 
and (h)), and sections 36 through 53, and the rules and regulations 
thereunder.

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SUMMARY OF APPLICATION: Applicants RGIP, LLC and Ropes & Gray request 
an exemption from various provisions of the Act for an employees' 
securities company within the meaning of section 2(a)(13) of the Act.

FILING DATES: The application was filed on September 18, 1996, and 
amended on May 8, 1997, July 30, 1997, November 12, 1997 and February 
9, 1998. Applicants have agreed to file an additional 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 March 27, 1998, 
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 Fifth Street, NW., Washington, DC 20549. 
Applicants, One International Place, Boston, Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT:
Annmarie J. Zell, Staff Attorney at (202) 942-0532, or Mary Kay Frech, 
Branch Chief, at (202) 942-0564 (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 at 450 Fifth Street, NW., Washington, 
DC 20549, or by telephone at (202) 942-8090.

Applicants' Representations

    1. RGIP, LLC is a newly-formed Delaware limited liability company. 
Ropes & Gray is a law firm organized as a Massachusetts general 
partnership (the ``Company''). Applicants also request relief for all 
entities identical in all material respects (other than investment 
objective and strategy) to RGIP, LLC that maybe offered in the future 
by the Company to the same class of investors (``Subsequent Funds,'' 
together with RGIP, LLC, the ``Funds''). Applicants anticipate that 
each Subsequent Fund, if any, also will be structured as a limited 
liability company, although other forms of organization are possible.
    2. Interests in the Funds will be offered solely to eligible 
investors (``Eligible Investors''), who will consist of: (a) Certain 
employees of the Company (``Eligible Employees''), (b) trusts of which 
the trustees, grantors, and/or beneficiaries are Eligible Employees, or 
of which the beneficiaries are immediate family members of Eligible 
Employees, (c) partnerships, corporations, or other entities, all of 
the voting power of which is controlled by Eligible Employees, and (d) 
the Company. Interests in each Fund will be offered in reliance upon 
the exemption from registration under the Securities Act of 1933 
(``Securities Act'') contained in section 4(2) or pursuant to 
Regulation D under the Securities Act.
    3. Eligible Employees include only persons who are current or 
former: (a) partners of or lawyers employed by the Company, (b) 
principals or other professionals employed by the Company or by an 
entity which is directly or indirectly controlling, controlled by, or 
under common control with the Company (``Affiliated Company''), which 
provides certain consulting or other services to clients of the Company 
or of such Affiliated Company, (c) key administrative employees of the 
Company, or (d) a small number of other employees of the Company who 
will be involved in managing the day-to-day affairs of the Funds. Each 
Eligible Investor, or the related Eligible Employee, must either be an 
accredited investor meeting the income requirements set forth in rule 
501(a)(6) of Regulation D, or meet the sophistication requirements set 
forth in rule 506(b)(2)(ii) of Regulation D, have had a minimum of five 
years of legal or business experience and compensation of at least 
$150,000 in the prior year, and have a reasonable expectation of 
compensation of at least $150,000 in each of the two immediately 
succeeding years. An Eligible Investor that is not an Eligible Employee 
and for which an Eligible Employee does not make the decision to invest 
in a Fund will be permitted to invest in a Fund only if the person who 
makes the investment decision meets the sophistication requirements set 
forth in rule 506(b)(2)(ii) of Regulation D.
    4. Applicants believe that substantially all of the present and 
former partners and a small number of employees of the Company 
currently qualify as Eligible Employees. The Eligible Employees have 
sufficient knowledge, educational training, sophistication and 
experience in legal and business matters to be capable of evaluating 
the risks of an investment in a Fund. No fee of any kind will be 
charged in connection with the sale of units of the Funds.
    5. The Fund has been established as a means of rewarding Eligible 
Employees and attracting highly qualified personnel to the Company. The 
Fund is intended to enable Eligible Investors to diversify their 
investments and participate in investment opportunities that might not 
otherwise be available to them or that might be beyond their individual 
means.\1\ Some

[[Page 11321]]

of these investment opportunities may involve parties to which the 
Company was, is, or will be acting as legal counsel. No Fund will be 
charged legal fees by the Company, although the Company may require a 
Fund to reimburse it for certain disbursements and expenses that it 
incurs on behalf of the Fund.
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    \1\ The Fund will not acquire any security issued by a 
registered investment company if immediately after such acquisition 
the Fund would own more than 3% of the outstanding voting stock of 
the registered investment company.
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    6. The Fund will operate as a non-diversified, closed-end 
management investment company within the meaning of the Act. The Fund's 
managing members (``Managing Members'') will be Eligible Investors who 
are partners of the Company. The Managing Members will screen 
investment opportunities that come to their attention through the 
Company. Eligible Investors will elect whether or not to participate in 
the investment opportunities. No fee will be charged to the Fund by the 
Managing Members, nor will any compensation be paid by the Fund or its 
Members to the Managing Members for their services. Eligible Investors 
will know and have direct access to those individuals who will serve as 
Managing Members. Any person serving as an investment adviser to the 
Funds will register under the Investment Advisers Act of 1940 (the 
``Advisers Act'') if required to do so by the Advisers Act.
    7. Capital contributions made to the Fund by Eligible Investors who 
elect to participate in a particular investment (``Members'') will be 
allocated pro rata to the capital subaccounts relating to the 
investment. No Eligible Investor will be required to invest in any 
particular investment, but Members who elect not to participate in a 
particular investment will have no interest in, or capital subaccount 
with respect to, the investment.
    8. Members will not be entitled to redeem their interest in the 
Fund. A Member will be permitted to transfer his interest in the Fund 
only with the express consent of a majority of the Managing Members and 
only to an Eligible Investor. Upon a Member's death, the Member's 
estate will be substituted as a Member. The Managing Members may 
require a Member, including an Eligible Employee whose employment with 
the Company is terminated or an Eligible Investor whose related 
Eligible Employee's employment with the Company is terminated, to 
withdraw from the Fund if the Managing Members determine that 
withdrawal is in the best interest of the Fund. If a Member is required 
to withdraw, the Company may require the Eligible Investor to sell his 
interest in investments requiring future capital contributions to 
another Eligible Investor designated by the Company who agrees to pay 
the capital contributions and to assume the withdrawing Eligible 
Investor's other obligations with respect to the investments. The 
purchase price for the sale would be equal to the Member's capital 
account for the investment as of the date the Member is requested to 
withdraw, determined as if the capital account were credited or charged 
with the income, realized and unrealized gains, expenses, and realized 
and unrealized losses attributable to the investment as determined by 
the Managing Members. In making such determinations, the Managing 
Members will value privately held securities held by the Fund in 
accordance with valuations provided by the issuer of the investment. 
The withdrawing Eligible Investor would retain its interest in 
investments that have been fully funded.
    9. The value of the Members' capital accounts and sub-accounts will 
be determined at such times as the Managing Members deem appropriate or 
necessary. The Managing Members will only cause the assets held by the 
Fund to be valued when such valuation is necessary or appropriate for 
the administration of the Fund; valuations of a Member's interest at 
other times will be the responsibility of the individual Member. The 
Managing Members will maintain records of all financial statements 
received from the issuers of the Fund's investments, and will make such 
records available for inspection by Members.
    10. Certain investment opportunities may permit a Fund to co-invest 
with a partnership or other entity in which the same Fund or a 
different Fund has invested (a ``Co-investor Partnership''). If a Fund 
co-invests with a Co-investor Partnership, the Fund generally will be 
required to make the co-investment on terms no more favorable to it 
than those applicable to the investment by the Co-investor Partnership. 
It is anticipated that the economic terms applicable to any co-
investment generally will be substantially the same as those applicable 
to the corresponding investment by the Co-investor Partnership. 
However, it is possible that the Co-investor Partnership may invest in 
a different class of securities or that the Co-investor Partnership's 
investment may have more favorable non-economic terms (e.g., the right 
to representation on the board of directors of the portfolio company) 
in light of differences in legal structure, or regulatory, tax, or 
other considerations. A Fund making a co-invesment will be given the 
opportunity to sell or otherwise dispose of the investment prior to or 
concurrently with, and on the same terms as, sales or other 
dispositions of the corresponding investments by the Co-investor 
Partnership.
    11. The Funds may be given an opportunity to co-invest with 
entities which the Company provides, or has provided services, and from 
which it may have received fees, but which are not affiliated persons 
of the Funds or the Company or affiliated persons of these affiliated 
persons. Applicants believe that these entities should not be treated 
as co-investors for the purposes of condition 4. When these entities 
permit others to co-invest with them, the transactions are commonly 
structured so that all investors have an opportunity to dispose of 
their investment at the same time. Nevertheless, if condition 4 were to 
apply to the Funds' investments in these situations, applicants believe 
that the Company's clients would be indirectly burdened. It is 
important to the Company that the clients' interests take priority over 
the Funds' interests and that the clients' activities not be burdened 
by the Funds' activities. Applicants assert that the Fund's 
relationship to a client of the Company that is not an affiliated 
period of either the Company or the Fund differs fundamentally from a 
Fund's relationship to the Company or its affiliated persons. The focus 
of, and the rationale for, the protections contained in the requested 
relief are to protest the Funds from overreaching by the Company and 
its affiliated persons. These same concerns are not present with 
respect to the Funds vis-a-vis clients of the Company who are not 
affiliated with the Fund or the Company.
    12. The net income, net gain, and net loss of each Fund will be 
determined in accordance with the organizational documents for that 
Fund. Net income or net loss of each Fund will be determined and 
credited at least annually to the respective capital accounts and sub-
accounts of the Members in proportion to their respective contributed 
capital in each investment. The Managing Members will have discretion 
with respect to each Fund in distributing cash and proceeds from the 
Fund's investments to its Members. Each Fund will send its Members an 
annual report regarding its operations. This report will contain 
unaudited financial statements because the Fund's assets will consist 
only of investments selected by individual

[[Page 11322]]

Members.\2\ The Fund will maintain a file containing any financial 
statements and other information received from the issuers of the 
investments held by such Fund, and will make the file available for 
inspection by its Members.
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    \2\ Applicants do not believe that audited financial statements 
of the Fund's aggregate assets would provide useful information to 
its Members because each Member will have an interest only in the 
capital sub-accounts that relate to particular investments in which 
such Member has allocated capital contributions, and will not have 
an economic interest in the holdings of the Fund on a consolidated 
basis.
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Applicants' Legal Analysis

    1. Section 6(b) of the Act provides that the SEC shall exempt 
employees' securities companies from the provisions of the Act to the 
extent that such exemption is consistent with the protection of 
investors. Section 6(b) provides that the Commission shall consider, in 
determining which provisions of the Act from which the company should 
be exempt, the company's form of organization and capital structure, 
the persons owning and controlling its securities, the price of the 
company's securities and the amount of any sales load, how the 
company's funds are invested, and the relationship between the company 
and the issuers of the securities in which it invests. Section 2(a)(13) 
of the Act defines an employees' securities company, in relevant part, 
as any investment company all of the outstanding securities of which 
are beneficially owned by current or former employees or persons on 
retainer of a single employer; by members of the immediate family of 
such employees, persons or retainer, or former employees; or by such 
employer together with any one or more of the foregoing categories of 
persons.
    2. Section 7 of the Act generally prohibits investment companies 
that are not registered under section 8 from selling or redeeming their 
securities. Section 6(e) of the Act provides that in connection with 
any order exempting an investment company from any provision of section 
7, certain specified provisions of the Act shall be applicable to the 
company, and to other persons in their transactions and relations with 
the company, as though the company were registered under the Act, if 
the SEC deems it necessary or appropriate in the public interest or for 
the protection of investors. Applicants request an order under sections 
6(b) and 6(e) of the Act for an exemption from all provisions of the 
Act, and the rules and regulations under the Act, except section 9, 
certain provisions of sections 17 and 30, and sections 36 through 53, 
and the rules and regulations thereunder.
    3. Applicants submit that the order requested is appropriate in the 
public interest and consistent with the protection of investors. 
Applicants believe that the Eligible Employees have sufficient 
knowledge, educational training, sophistication, and experience in 
legal and business matters to be capable of evaluating the risks of an 
investment in a Fund. Applicants also assert that Eligible Investors 
will know and have direct access to those individuals who will serve as 
Managing Members.
    4. Section 17(a) of the Act provides, in relevant part, that it is 
unlawful for an affiliated 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 registered investment 
company or to purchase from such registered investment company any 
security or other property. Applicants request an exemption from 
section 17(a) to the extent necessary to permit a Fund: (a) To purchase 
from the Company or any of its affiliated persons, securities or 
interests in properties previously acquired for the account of the 
Company or any of its affiliated persons; (b) to sell to the Company or 
any of its affiliated persons, securities or interests in properties 
previously acquired by the Funds; (c) to invest in companies, 
partnerships, or other investment vehicles offered, sponsored, or 
managed by the Company or any of its affiliated persons; (d) to invest 
in securities of issuers for which the Company or any of its affiliated 
persons has performed services and from which it may have received 
fees; (e) to purchase interests in any company or other investment 
vehicle (i) in which the Company or its partners or employees own 5% or 
more of the voting securities, or (ii) that is otherwise an affiliated 
person of the Fund or the Company; and (f) to participate as a selling 
security-holder in a public offering in which the Company or any of its 
affiliated persons acts as or represents a member of the selling group.
    5. Applicants state that the Members of the Funds will be informed 
in the Funds' communications relating to particular investment 
opportunities of the possible extent of the Funds' dealings with the 
Company or any affiliated person of the Company. Applicants believe 
that Eligible Investors, as financially sophisticated professionals, 
will be able to evaluate the risks associated with those dealings. 
Applicants assert that a community of interest will exist among the 
Members and the Company because the Funds are designed to reward and 
provide incentives to partners and key employees.
    6. Section 17(d) makes it unlawful for any affiliated person of a 
registered investment company, acting as principal, to effect any 
transaction in which such company, or a company controlled by such 
company, is a joint or joint and several participant with the 
affiliated person in contravention of SEC rules. Rule 17d-1 provides 
that the SEC may approve a transaction subject to section 17(d) after 
considering whether the participation of such registered company is 
consistent with the provisions, policies, and purposes of the Act and 
the extent to which such participation is on a basis different from or 
less advantageous than that of other participants.
    7. Applicants request an exemption from section 17(d) and rule 17d-
1 to the extent necessary to permit a Fund to engage in transactions in 
which affiliated persons of the Fund also may be participants. Joint 
transactions in which a Fund may participate could include the 
following: (a) An investment by one or more Funds in a security in 
which the Company or its affiliated person, another Fund, or a 
transferee of those persons is or may become a participant, or with 
request to which the Company or an affiliated person is entitled to 
receive fees (including, but not limited to, legal fees, consulting 
fees, or other economic benefits or interests); (b) an investment by 
one or more Funds in an investment vehicle sponsored, offered, or 
managed by the Company or its affiliated person; and (c) an investment 
by one or more Funds in a security in which an affiliate is or may 
become a participant.
    8. Applicants submit that strict compliance with section 17(d) 
would cause the Funds to forgo investment opportunities simply because 
a Member, the Company, or another affiliated person of the Fund had 
made or planned to make a similar investment. In addition, because 
attractive investment opportunities of the types considered by the 
Funds often require that each participant make available funds in an 
amount that may be substantially greater than that available to the 
Fund alone, applicants believe that there may be certain opportunities 
of which a Fund may be unable to take advantage except as a co-
participant with other persons, including affiliates. Applicants also 
assert that the flexibility to structure co- and joint investments in 
the manner described above will not involve abuses of the type section 
17(d)

[[Page 11323]]

and rule 17d-1 were designed to prevent.
    9. Section 17(f) of the Act 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. Rule 17f-
2 specifies the requirements for an investment company to maintain 
custody of its investments. Applicants request an exemption from 
section 17(f) and rule 17f-2 to permit the following exceptions from 
the requirements of rule 17f-2: (a) A Fund's investments may be kept in 
the locked files of the Company or of a partner of the Company; (b) for 
purposes of paragraph (d) of the rule, (i) employees of the Company 
will be deemed employees of the Funds, (ii) officers and Managing 
Members of a Fund will be deemed to be officers of such Fund, and (iii) 
the Managing Members of a Fund will be deemed to be the board of 
directors of such Fund; and (c) in place of the verification procedure 
under paragraph (f) of the rule, verification will be effected 
quarterly by two employees of the Company. Applicants expect that many 
of the Funds' investments will be evidenced only by partnership 
agreements or similar documents, rather than by negotiable certificates 
that could be misappropriated. Applicants assert that these instruments 
are most suitably kept in the Company's files, where they can be 
referred to as necessary.
    10. Section 17(g) of the Act and rule 17g-1 generally require the 
bonding of officers and employees of a registered investment company 
who have access to securities or funds of the company. Applicants 
request an exemption from section 17(g) and rule 17g-1 to the extent 
necessary to permit each Fund to comply with rule 17g-1 without the 
necessity of having a majority of the Managing Members who are not 
``interested persons,'' as that term is defined in section 2(a)(19) of 
the Act, take such actions and make such approvals as are set forth in 
rule 17g-1. Applicants state that, because all Managing Members will be 
affiliated persons, a Fund could not comply with rule 17g-1 without the 
requested relief.
    11. Section 17(j) and rule 17j-1 require 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. Section 17(j) and paragraph (a) of rule 17j-1 
also make it unlawful for certain persons to engage in fraudulent, 
deceitful, or manipulative practices in connection with the purchase or 
sale of a security held or to be acquired by an investment company. 
Applicants request an exemption from section 17(j) and rule 17j-1 (with 
the exception of the antifraud provisions of paragraph (a)), because 
the requirements are burdensome and unnecessary as applied to the 
Funds. Applicants believe that requiring the Funds to adopt a written 
code of ethics and requiring access persons to report each of their 
securities transactions would be time-consuming and expensive and would 
serve little purpose in light of, among other things, the community of 
interests among the Members of the Funds by virtue of their common 
association with the Company.
    12. Sections 30(a), 30(b), and 30(e) of the Act, and the rules 
under those sections, generally require that registered investment 
companies prepare and file with the SEC and mail to their shareholders 
certain periodic reports and financial statements. Applicants assert 
that the forms prescribed by the SEC for periodic reports have little 
relevance to the Fund and would entail administrative and legal costs 
that outweigh any benefit to the Members. Applicants also request an 
exemption from section 30(h) to the extend necessary to exempt the 
Managing Members and any other persons who may be deemed to be members 
of an advisory board of a Fund from filing Forms 3, 4, and 5 under 
section 16 of the Securities Exchange Act of 1934 (the ``Exchange 
Act'') with respect to their ownership of interests in the Fund. 
Because there is no trading market for interests in a Fund and the 
transferability of these interests is severely restricted, applicants 
submit that the filing of Forms 3, 4, and 5 would not serve the 
purposes underlying section 16, would be unnecessary for the protection 
of investors, and would be burdensome to those who would be required to 
file them.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a) 
or section 17(d) and rule 17d-1 (``Section 17 Transactions'') will be 
effected only if the Managing Members determine that: (a) The terms of 
Section 17 Transaction including the consideration to be paid or 
received, are fair and reasonable to the Members of the participating 
Fund and do not involve overreaching of the Fund or its Members on the 
part of any person concerned, and (b) the Section 17 Transaction is 
consistent with the interests of the members of the participating Fund, 
the Fund's organizational documents, and the Fund's reports to its 
Members. In addition, the Managing Members will record and preserve a 
description of Section 17 Transactions, their findings, the information 
or materials upon which their findings are based, and the basis 
therefore. All such records will be maintained for the life of a Fund 
and at least two years thereafter, and will be subject to examination 
by the SEC and its staff. All such records will be maintained in an 
easily accessible place for at least the first two years.
    2. In any case where purchases or sales are made from or to an 
entity affiliated with a Fund by reason of a 5% or more investment in 
such entity by a Managing Member, such Managing Member will not 
participate in the Managing Members' determination of whether or not to 
make such investment available to the Members of a Fund.
    3. The Managing Members will adopt, and periodically review and 
update, procedures deigned to ensure that reasonable inquiry is made, 
prior to the consummation of any Section 17 Transaction, with respect 
to the possible involvement in the transaction of any affiliated person 
or promoter of or principal underwriter for the Funds, or any 
affiliated person of such a person, promoter, or principal underwriter.
    4. The Managing Members will not make available to the Members of a 
Fund any investment in which a co-investor (``Co-Investor'') 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 Fund and the 
Co-Investor are participants, unless any such Co-Investor, prior to 
disposing of all or part of its investment: (a) Gives the Members of 
the participating Fund holding such investment sufficient, but not less 
than one day's, notice of its intent to dispose of its investment, and 
(b) refrains from disposing of its investment unless the Members of the 
participating Fund holding the investment have the opportunity to 
dispose of their investment prior to or concurrently with, on the same 
terms as, and on a pro rata basis with, the Co-Investor. A Co-Investor 
is any person who is: (a) An ``affiliated person'' (as such term is 
defined in the Act) of the Fund; (b) the Company and any entities 
controlled by the Company; (c) a current or former partner of the 
Company; (d) an investment vehicle offered, sponsored, or managed by 
the Company or an

[[Page 11324]]

affiliated person of the Company; or (e) a company in which a Managing 
Member acts as an officer, director, or general partner, or has a 
similar capacity to control the sale or disposition of the company's 
securities. The restrictions contained in this condition, however, 
shall not be deemed to limit or prevent the disposition of an 
investment by a Co-Investor: (a) To its direct or indirect wholly-owned 
subsidiary, to any company (a ``parent'') of which the Co-Investor is a 
direct or indirect wholly-owned subsidiary or to a direct or indirect 
wholly-owned subsidiary of its parent; (b) to immediate family members 
of the Co-Investor or a trust established for any such family member; 
(c) when the investment is comprised of securities that are listed, or 
contemplated to be listed, on a national securities exchange registered 
under section 6 of the Exchange Act; or (d) when the investment is 
comprised of securities that are, or that are contemplated to be, 
national market system securities pursuant to section 11A(a)(2) of the 
Exchange Act and rule 11Aa2-1 under the Exchange Act.
    5. The Managing Members of each Fund will send to each Member who 
had an interest in that Fund at any time during the fiscal year then 
ended, Fund financial statements. These financial statements may be 
unaudited. In addition, within 90 days after the end of each fiscal 
year of each of the Funds, or as soon as practicable thereafter, the 
Managing Members will send a report to each person who was a Member at 
any time during the fiscal year then ended, setting forth tax 
information as shall be necessary for the preparation by the Member of 
his federal and state income tax returns and a report of the investment 
activities of the Fund during such year.
    6. Each Fund and its Managing Members will maintain and preserve, 
for the life of such Fund and at least two years thereafter, such 
accounts, books, and other documents as constitute the record forming 
the basis for the financial statements and annual reports of such Fund 
to be provided to its Members, and agree that all such records will be 
subject to examination by the SEC and its staff. These records will be 
maintained in an easily accessible place for at least the first two 
years.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-5819 Filed 3-5-98; 8:45 am]
BILLING CODE 8010-01-M