[Federal Register Volume 63, Number 76 (Tuesday, April 21, 1998)]
[Notices]
[Pages 19761-19765]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-10499]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-23113; 813-178]
Lehman Brothers Capital Partners I, et al.; Notice of Application
April 14, 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 (the ``Act'') granting an
exemption from all provisions of the Act, except section 9, certain
provisions of sections 17 and 30, sections 36 through 53, and the rules
and regulations under those sections.
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SUMMARY OF APPLICATION: Applicants request an order to exempt certain
investment funds formed for the benefit of key employees of Lehman
Brothers Holdings Inc. (``Lehman'') and its affiliates from certain
provisions of the Act, and to permit the funds to engage in certain
joint arrangements. Each fund will be an ``employees' securities
company'' as defined in section 2(a)(13) of the Act.\1\
\1\ The requested order would supersede a prior order. Shearson
Lehman Brothers Capital Partners-85 and SLB Investment Inc.,
Investment Company Act Release Nos. 14663 (Aug. 7, 1985) (notice)
and 14702 (Sept. 4, 1985) (order).
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APPLICANTS: Lehman Brothers Capital Partners I (``Capital Partners I''
or the ``Initial Partnership''), Lehman Brothers Capital Partners II,
L.P. (``Capital Partners II''), Lehman Brothers Capital Partners III,
L.P. (``Capital Partners III''), LB I Group Inc., and Lehman.
FILING DATES: The application was filed on August 25, 1997 and amended
on January 21, 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
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 8, 1998, 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 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. Applicants, 3 World Financial Center, 200 Vesey Street, New
York, NY 10285.
FOR FURTHER INFORMATION CONTACT: Mary T. Geffroy, Senior Counsel, at
(202) 942-0553, or Christine Y. Greenless, 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, 450 Fifth Street, N.W., Washington,
D.C. 20549 (tel. (202) 942-8090).
Applicants' Representations
1. Lehman and its affiliates, as defined in rule 12b-2 under the
[[Page 19762]]
Securities Exchange Act of 1934 (the ``Exchange Act'') (collectively,
the ``Lehman Group''), constitute a global investment banking
organization. Lehman Brothers Inc., a Delaware corporation and wholly-
owned subsidiary of Lehman, is the principal broker-dealer affiliate of
the Lehman Group and is registered as a broker-dealer under the
Exchange Act and as an investment adviser under the Investment Advisers
Act of 1940 (the ``Advisers Act'').
2. Capital Partners I is a New York limited partnership, and
Capital Partners II, L.P. and Capital Partners III, L.P. are Delaware
limited partnerships (collectively, the ``Existing Partnerships''). LB
I Group Inc. is the general partner of the Initial Partnership. The
Existing Partnerships were established to enable certain key employees
of the Lehman Group to receive the benefit of certain investment
opportunities which come to the attention of the Lehman Group.
Applicants propose to establish one or more partnerships or other
investment vehicles for the same purpose (the ``Subsequent
Partnerships'' and collectively with the Existing Partnerships, the
``Partnerships''). Each Partnership will be an ``employees' securities
company'' within the meaning of section 2(a)(13) of the Act, and will
operate as a closed-end, non-diversified, management investment
company.
3. The goal of the Partnerships is to reward and retain certain key
employees and to attract qualified employees to the Lehman Group.
Lehman believes that the Partnerships are important in allowing Lehman
to complete in attracting and retaining employees with other firms that
provide similar investment opportunities to their employees.
Participation in a Partnership will be voluntary.
4. Each Partnership will have a general partner or other investment
manager (the ``General Partner'') that will be registered as an
investment adviser under the Advisers Act or exempt from the
registration requirements of the Advisers Act by virtue of section
203(b)(3) of the Act. The General Partner will be a member of the
Lehman Group, and will manage, control, and make investment decisions
for the Partnerships. The General Partner may hire one or more
investment managers who are not affiliated with any member of the
Lehman Group. These investment managers may be responsible for managing
all or a portion of a Partnership's assets, or they may hire an
investment adviser to do so.
5. Interests in the Partnerships (``Interests'') will be offered
without registration in reliance on section 4(2) of the Securities Act
of 1933 (the ``Securities Act''), and will be sold without a sales load
or any similar fee. Interests will be offered and sold only to (i)
current and former employees, officers, directors and consultants of
the Lehman Group (``Eligible Employees''), (ii) immediate family
members (as defined under Item 404(a) of Regulation S-K under the
Securities Act) and grandchildren of Eligible Employees (``Qualified
Family Members''), or (iii) trusts or other investment vehicles
established for the benefit of Eligible Employees or Qualified Family
Members (``Qualified Investment Vehicles'' and collectively with
Qualified Family Members, ``Qualified Participants''). Prior to
offering Interests to an Eligible Employee or Qualified Family Member,
the General Partner must reasonably believe that the Eligible Employee
or Qualified Family Member will be capable of understanding and
evaluating the merits and risks of participation in the Partnership.
Eligible Employees will be experienced professionals in the investment
banking, securities, commodities or insurance businesses, or in related
administrative, financial, accounting, legal or operational activities.
6. Interests will not be offered to entities within the Lehman
Group, but to the extent that Interests are not fully subscribed for in
connection with an offering, a member of the Lehman Group may purchase
the remaining unsubscribed Interests. Interests also may be purchased
by an entity within the Lehman Group upon the termination of employment
of a Limited Partner with a member of the Lehman Group or upon a
Limited Partner's default with respect to payment of his or her capital
contribution.
7. Eligible Employees and Qualified Family Members who seek to
invest in a Partnership (``Limited Partners'') must meet the standards
for an ``accredited investor'' under rule 501(a)(5) or (6) or
Regulation D under the Securities Act, except that a maximum of 35
Eligible Employees or Qualified Family Members who are sophisticated
investors but who do not meet the definition of an accredited investor
may become Limited Partners if approved by the General Partner after
taking into consideration such factors as income level, investment
experience, risk tolerance, professional background and length of
employment with the Lehman Group. Eligible Employees who satisfy the
net worth requirements of rule 501(a)(5) of Regulation D will typically
be senior Lehman employees who have accumulated significant individual
net worth. Generally, those Eligible Employees who satisfy the
requirements of rule 501(a)(5) also would be expected to satisfy the
requirements of rule 501(a)(6). However, there could be circumstances
under which only rule 501(a)(5) is satisfied.
8. An Eligible Employee will be given a copy of the limited
partnership agreement or other organizational documents (the
``Partnership Agreement'') at the time the Eligible Employee is offered
the right to subscribe for Interests in the Partnership. The
Partnership Agreement will set forth fully the terms applicable to the
Limited Partners.
9. The General Partners of the Existing Partnerships do not receive
any fees or other compensation for serving as General Partners. A
General Partner of a Subsequent Partnership may be paid a management
fee which is generally determined as a percentage of assets under
management, invested capital or aggregate commitments. In addition, a
General Partner may be entitled to a performance-based fee (``carried
interest''), based on the Partnership's gains and losses.
10. The General Partner will be required to make capital
contributions to the Partnership that generally will be equal to at
least 1% of the Partnership's aggregate capital commitments. The
General Partner may, but will not be required to, contribute capital to
the Partnership in a multiple of the aggregate amount of capital
contributed by the Limited Partners (the ``Preferred Capital
Contribution''). In such circumstances, the General Partner may be
entitled to receive a cumulative return on the unreturned portion of
the Preferred Capital Contribution as compensation for its
disproportionate capital contribution.
11. Distributions, and allocations of profits and losses, of the
Existing Partnerships are made first to the General Partner, then to
the Limited Partners, to return their respective capital contributions.
The Limited Partners and General Partners then receive a specified
percentage of the profits of the Partnership. Losses are allocated in a
manner consistent with the allocation of profits, except that the
General Partner remains liable for losses exceeding Partnership assets.
Subsequent Partnerships will allocate and distribute profits and losses
among the General Partners and the Limited Partners in a similar
manner, provided that the priorities, amounts, and percentages may
differ. The Limited Partners will share in the profits and
[[Page 19763]]
losses arising from each Partnership's investment activities in
proportion to the size of their respective interests in the
Partnership.
12. An entity in the Lehman Group may loan money to a Partnership
(or to the General Partner, which, in turn, will lend the money to the
Partnership) at an interest rate no less favorable than the rate
obtainable on an arm's-length basis.
13. Partnerships may co-invest alongside members of the Lehman
Group in investments made by those members in the course of their
business. Co-investments by a Partnership will be on terms at least as
favorable as the terms of the investment made by an entity of the
Lehman Group. It also is possible that Lehman and a Partnership may co-
invest, or a Partnership may invest by itself, in a company alongside
an investment fund or account organized for the benefit of investors
who are not affiliated with the Lehman Group, over which an entity
within the Lehman Group exercises investment discretion (a ``Third
Party Fund'').
14. Interests in a Partnership generally will be non-transferable
except with the prior written consent of the General Partner is its
sole discretion. No person or entity will be admitted into a
Partnership unless the person or entity is (i) an Eligible Employee,
(ii) a Qualified Participant, or (iii) an entity within the Lehman
Group.
15. Interests in a Partnership generally will not be redeemable.
The General Partner may be entitled or required to purchase a Limited
Partner's Interests under certain circumstances involving (i) the
Limited Partner's termination of employment with the Lehman Group with
or without cause, including the death, disability or voluntary
resignation of the Limited Partner, and/or (ii) a default by the
Limited Partner with respect to the payments of capital contributions.
In addition, the General Partner may purchase a Limited Partner's
Interest upon mutual agreement of the parties, including circumstances
involving the financial hardship of the Limited Partner. An entity
within the Lehman Group also may have the right to purchase a Limited
Partner's vested or unvested Interest upon the Limited Partner's
termination of employment. If a Limited Partner's Interests are subject
to vesting, the Interests initially will be unvested and will vest over
time at specified percentages and at specified intervals, as set forth
in the Partnership Agreement. For Subsequent Partnerships, the
redemption or purchase price will not be less than the lower of (i) the
amount invested by the Limited Partner, plus interest for the period
since the investment, and (ii) the fair market value (as determined by
the General Partner in good faith) of the Interest as of the next
valuation date for Interests, less any amount forfeited by the Limited
Partner for failure to make required capital contributions.
16. The term of each Partnership is expected to be fixed for a
period of 25 years or less from the date of its creation, but may be
subject to earlier termination by the General Partner. In addition,
each Partnership may be dissolved upon (i) the registration,
withdrawal, dissolution or bankruptcy of the General Partner, (ii) the
insolvency or bankruptcy of the Partnership, (iii) the sale of all or
substantially all of the Partnership's assets, (iv) the conversion of
the Partnership to corporate form pursuant to the terms of the
applicable Partnership Agreement, or (v) any other event requiring
dissolutions of the Partnership under applicable law. In the event of
dissolution, the Partnership's net assets will be distributed in
accordance with the applicable Partnership Agreement.
17. A Partnership will not acquire any security issued by a
registered investment company if, immediately after the acquisition,
the Partnership will own more than 3% of the outstanding voting stock
of the registered investment company.
18. As soon as practicable after the end of each fiscal year of
each Partnership, the General Partner will mail or otherwise furnish a
copy of a certified public accountant's report, which will include the
Partnership's financial statements, to each Limited Partner of the
Partnership. In addition, each Partnership will supply the Partners
with all information reasonably necessary to enable the Limited
Partners to prepare their federal and state income tax returns.
Applicants' Legal Analysis
1. Section 6(b) of the Act provides that the SEC will exempt
employees' securities companies from the provisions of the Act to the
extent that the exemption is consistent with the protection of
investors. Section 6(b) provides that the SEC will consider, in
determining the 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)
defines an employees' securities company, in relevant part, as any
investment company all of whose securities are beneficially owned by
(i) current or former employees, or persons on retainer, of one or more
affiliated employers, (ii) immediate family members of those persons,
or (iii) the employer or employers together with any of the persons in
(i) or (ii).
2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) provides that, in connection
with any order exempting an investment company from any provision of
section 7, certain provisions of the Act, as specified by the SEC, will
be applicable to the company and other persons dealing with the company
as though that company was registered under the Act.
3. Applicants request an order under sections 6(b) and 6(e) of the
Act exempting the Partnerships from all provisions of the Act, except
section 9, certain provisions of sections 17 and 30, sections 36
through 53, and the rules and regulations under those sections.
4. Section 17(a) generally prohibits any affiliated person of a
registered investment company, or any affiliated person of that person,
acting as principal, from knowingly selling or purchasing any security
or other property to or from that company. Applicants request an
exemption from section 17(a) to permit (i) an entity within the Lehman
Group (including a Third Party Fund), acting as principal, to engage in
any transaction with a Partnership, or a company controlled by the
Partnership (``Controlled Company''), (ii) a Partnership to invest or
engage in any transaction with any entity in which a Partnership, a
Controlled Company, or entity within the Lehman Group (a) has invested
or will invest, or (b) is or will become otherwise affiliated, and
(iii) a Third Party Investor,\2\ acting as principal, to engage in any
transaction with a Partnership or Controlled Company.
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\2\ A Third Party Investor is a partner or other investor of a
Third Party Fund that is not an entity within the Lehman Group, or
any affiliate of that partner or investor,
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5. Applicants submit that an exemption from section 17(a) is
consistent with the policy of each Partnership and the protection of
investors. Applicants believe that an exemption is necessary to enable
the Partnerships to participate in attractive investments that may be
offered by the Lehman Group. Applicants assert that the Limited
Partners will have been
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fully informed of the possible extent of the Partnership's dealings
with affiliates and will be able to understand and evaluate the risks
associated with those dealings.
6. Section 17(d) and rule 17d-1 prohibit any affiliated person or
principal underwriter of a registered investment company, or any
affiliated person of that person or underwriter, acting as principal,
from participating in any joint arrangement with the company unless
authorized by the SEC. Applicants request exemptive relief to permit
affiliated persons of each Partnership, or affiliated persons of any of
these persons, to participate in any joint arrangement in which the
Partnership or a company controlled by the Partnership is a
participant.
7. Applicants assert that the flexibility to structure co-
investments and joint investments in the manner described in the
application will not involve abuses of the type that section 17(d) and
rule 17d-1 were designed to prevent. Applicants state that the concern
that permitting co-investments by Lehman and a Partnership might lead
to less advantageous treatment of the Partnership should be mitigated
by the community of interest among the Lehman Group and the personnel
who invest in the Partnership, and the fact that officers and directors
of entities within the Lehman Group will be investing in the
Partnership. In addition, applicants assert that strict compliance with
section 17(d) would prevent the Partnerships from participating in
attractive investments solely because an affiliate of the Partnership
also may participate in the investment. Finally, applicants contend
that the ``lock-step'' procedures, described in condition 3 below,
align the interests of the Eligible Employees with those of the Lehman
Group and, therefore, minimize the possibility that a Partnership may
be disadvantaged by an affiliate's participation in a transaction.
8. Co-investments with Third Party Funds will not be subject to
condition 3. Applicants believe it is important that the Third Party
Fund not be burdened or otherwise affected by a Partnership's
participation in an investment opportunity. In addition, applicants
believe that the relationship of a Partnership to a Third Party Fund is
fundamentally different from a Partnership's relationship to the Lehman
Group. Applicants contend that the focus of, and the rationale for, the
protections contained in the requested relief are to protest the
Partnerships from any overreaching by the Lehman Group in the employer/
employee context, whereas the same concerns are not present with
respect to the Partnerships vis-a-vis the investors of a Third Party
Fund.
9. Section 17(f) of the Act designates the entities that may act as
investment company custodians, and rule 17f-1 imposes certain
requirements when the custodian is a member of a national securities
exchange. Applicants request an exemption from section 17(f) and rule
17f-1 to the extent necessary to permit an entity within the Lehman
Group to act as custodian of Partnership assets without a written
contract, as would be required by rule 17f-1(a). Applicants also
request an exemption from the rule 17f-1(b)(4) requirement that
independent accountants periodically verify the assets held by the
custodian. Applicants believe that, because of the community of
interest of all the parties involved and existing requirement for an
independent annual audit, compliance with these requirements would be
unnecessarily burdensome and expensive. Each Partnership will comply
with all other requirements of rule 17f-1.
10. Section 17(g) and rule 17g-1 generally require the bonding of
officers and employees of a registered investment company who have
access to its securities or funds. Rule 17g-1 requires that a majority
of directors who are not interested persons take certain actions and
give certain approvals relating to fidelity bonding. Applicants request
exemptive relief to permit the members of the related board of
directors of the General Partner or any committee serving similar
functions (the ``Board''), who may be deemed interested persons, to
take actions and make determinations set forth in the rule. Applicants
state that, because all of the members of a related Board will be
affiliated persons, a Partnership could not comply with rule 17g-1
without the requested relief. Specifically, each Partnership will
comply with rule 17g-1 by having a majority of the members of the
related Board take actions and make determinations as are set forth in
rule 17g-1. Applicants also state that each Partnership will comply
with all other requirements of rule 17g-1.
11. Section 17(j) and paragraph (a) of rule 17j-1 prohibit certain
enumerated persons from engaging in fraudulent or deceptive practices
in connection with the purchase or sale of a security held or to be
acquired by a registered investment company. Rule 17j-1 also requires
that every registered investment company adopt a written code of ethics
and that every access person of a registered investment company report
personal securities transactions. Applicants request an exemption from
the provisions of rule 17j-1 (except rule 17j-1(a)) because they are
unnecessarily burdensome as applied to the Partnerships.
12. Applicants request an exemption from the requirements in
sections 30(a), 30(b) and 30(e), and the rules under those sections,
that registered investment companies prepare and file with the SEC and
mail to their shareholders certain periodic reports and financial
statements. Applicants believe that the forms prescribed by the SEC for
periodic reports have little relevance to a Partnership and would
entail administrative and legal costs that outweigh any benefit to the
Limited Partners in a Partnership. Applicants request exemptive relief
to the extent necessary to permit each Partnership to report annually
to its Limited Partners. Applicants also request an exemption from
section 30 (h) to the extent necessary to exempt the General Partner of
each Partnership and any others who may be deemed to be members of an
advisory board of a Partnership from filing Forms 3, 4 and 5 under
section 16(a) of the Exchange Act with respect to their ownership of
Interests in the Partnership. Applicants assert that, because there
will be no trading market and the transfers of Interests will be
severely restricted, these filings are unnecessary for the protection
of investors and burdensome to those required to make them.
Applicants' Conditions
Applicants agree that the 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 to which a Partnership is a party (the
``Section 17 Transactions'') will be effected only if the Board
determines that: (i) The terms of the transaction, including the
consideration to be paid or received, are fair and reasonable to the
Limited Partners and do not involve overreaching of the Partnership or
its Limited Partners on the part of any person concerned; and (ii) the
transaction is consistent with the interests of the Limited Partners,
the Partnership's organizational documents, and the Partnership's
reports to its Limited Partners. In addition, the General Partner will
record and preserve a description of the affiliated transactions, the
Board's findings, the information or materials upon which the Board's
findings are based, and the basis for the findings. All records
relating to a proposed co-investment transaction will be maintained
until the
[[Page 19765]]
termination of the Partnership engaging in the transaction and at least
two years thereafter, and will be subject to examination by the SEC and
its staff.\3\
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\3\ Each Partnership will preserve the accounts, books and other
documents required to be maintained in an easily accessible place
for the first two years.
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2. In connection with the Section 17 Transactions, the Board,
through the General Partner, will adopt, and periodically review and
update, procedures designed to ensure that reasonable inquiry is made,
prior to the consummation of any transaction, with respect to the
possible involvement in the transaction of any affiliated person,
promoter of, or principal underwriter for the Partnerships, or any
affiliated person of that person, promoter, or principal underwriter.
3. The General Partner will not invest the funds of any Partnership
in any investment in which a ``Co-Investor'' (as defined below) has
acquired, or proposes to acquire, the same class of securities of the
same issuer, where the investment involves a joint enterprises or other
joint arrangement within the meaning of rule 17d-1 in which the
Partnership and the Co-Investor are participants, unless the Co-
Investor, prior to disposing of all or part of its investment (i) gives
the General Partner sufficient, but not less than one day's notice of
its intent to dispose of its investment, and (ii) refrains from
disposing of its investment unless the Partnership has the opportunity
to dispose of the Partnership's investment prior to, or concurrently
with, on the same terms as, and pro rata with, the Co-Investor. The
term ``Co-Investor'' means any person who is (i) an ``affiliated
person'' (as that term is defined in the Act) of the Partnership (other
than a Third Party Fund); (ii) an entity within the Lehman Group; (iii)
an officer or director of an entity within the Lehman Group; or (iv) a
company in which the General Partner of the Partnership has the
capacity to control the sale or other disposition of the company's
securities. The restrictions contained in this condition, however, will
not be deemed to limit or prevent the disposition of an investment by a
Co-Investor (i) 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; (ii) to Qualified Family Members of the
Co-Investor or a trust or other investment vehicle established for a
Qualified Family Member; (iii) when the investment is comprised of
securities that are listed on any exchange registered as a national
securities exchange under section 6 of the Exchange Act; (iv) when the
investment is comprised of securities that are national market system
securities pursuant to section 11A(a)(2) of the Exchange Act and rule
11A2-1 under that Act, or (v) when the investment is comprised of
securities that are listed on or traded on any foreign securities
exchange or board of trade that satisfies regulatory requirements under
the law of the jurisdiction in which the foreign securities exchange or
board of trade is organized similar to those that apply to a national
securities exchange or a national market system for securities.
4. Each Partnership and its General Partner of the Partnership will
maintain and preserve, for the life of the Partnership and at least two
years thereafter, those accounts, books, and other documents that
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 those Limited
Partners, and agree that the records will be subject to examination by
the SEC and its staff.\4\
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\4\ Each Partnership will preserve the accounts, books and other
documents required to be maintained in an easily accessible place
for the first two years.
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5. The General Partner will send to each Limited Partner who had an
interest in any capital account of the Partnership, at any time during
the fiscal year then ended, Partnership financial statements audited by
the Partnerships's independent accountants. At the end of each fiscal
year, the General Partner will make a valuation or have a valuation
made of all of the assets of the Partnership as of that 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,
as soon as practicable after the end of each fiscal year of each
Partnership, the General Partner will send a report to each person who
was a Limited Partner at any time during the fiscal year then ended,
setting forth tax information as will be necessary for the preparation
by the Limited Partner of federal and state income tax returns, and a
report of the investment activities of the Partnership during that
year.
6. In any case where purchases or sales are made by a Partnership
from or to an entity affiliated with a Partnership by reason of a 5% or
more investment in that entity by a Lehman Group director, officer or
employee, that individual will not participate in the Partnership's
determination of whether or not to effect the purchase or sale.
For the SEC, by the Division of Investment Management, pursuant
to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-10499 Filed 4-20-98; 8:45 am]
BILLING CODE 8010-01-M
