[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

[[Page 19764]]

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