SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 1994
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-10179
ML VENTURE PARTNERS I, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3115686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Financial Center, North Tower
New York, New York 10281-1327
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Not applicable
Former name, former address and former fiscal year, if changed since last
report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
INDEX
ML VENTURE PARTNERS I, L.P.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1994 (Unaudited) and September 30, 1993
Schedule of Portfolio Investments as of March 31, 1994 (Unaudited)
Statements of Operations for the Three and Six Months Ended March 31, 1994
and 1993 (Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1994 and 1993
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March
31, 1994 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML VENTURE PARTNERS I, L.P.
BALANCE SHEETS
March 31, 1994 December 31,
(Unaudited) 1993
ASSETS
Investments - Note 2
Portfolio investments, at fair value
(cost $2,710,068 at March 31, 1994 and
$3,566,707 at September 30, 1993) $ 2,714,061 $ 2,696,280
Short-term investments, at amortized cost - 953,907
Cash and cash equivalents 523,380 579,164
Note receivable - 47,273
Receivable from securities sold - 332,480
Accrued interest receivable 1,131 -
TOTAL ASSETS $ 3,238,572 $ 4,609,104
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 40,502 $ 31,697
Due to Management Company - Note 4 15,919 22,801
Due to Independent General Partners - Note 5 14,250 17,250
Total liabilities 70,671 71,748
Partners' Capital:
Managing General Partner 756,172 1,227,489
Individual General Partners 192 2,530
Limited Partners (12,000 Units) 2,407,544 4,177,764
Unallocated net unrealized appreciation
(depreciation) of investments - Note 2 3,993 (870,427)
Total partners' capital 3,167,901 4,537,356
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 3,238,572 $ 4,609,104
See notes to financial statements.
ML VENTURE PARTNERS I, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
MARCH 31, 1994
ACTIVE PORTFOLIO INVESTMENTS:
Initial
Investment Fair
Company / Position Date Cost Value
Acuity Imaging, Inc.(A)(B)
85,311 shares of Common Stock Aug. 1985 $ 600,000 $ 615,092
Alpharel, Inc.(A)(C)
104,608 shares of Common Stock Apr. 1984 137,299 136,513
6% Promissory Notes due 9/24/95 146,852 146,852
Inference Corporation*
951,671 shares of Preferred Stock Feb. 1984 1,820,983 1,808,670
Warrants to purchase 30,000 shares of Preferred Stock
at $1.05 per share expiring on 12/16/97 0 2,000
Warrants to purchase 41,959 shares of Preferred Stock
at $1.00 per share expiring on 4/19/99 4,934 4,934
TOTALS FROM ACTIVE PORTFOLIO INVESTMENTS $ 2,710,068 $ 2,714,061
See notes to financial statements.
SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS (D)
Net
Realized
Cost Gain Return
TOTALS FROM LIQUIDATED PORTFOLIO
INVESTMENTS $ 51,964,861 $ 19,960,795 $ 71,925,656
Combined Combined
Net Unrealized Fair Value
Cost and Realized Gain and Return
TOTALS FROM ACTIVE AND LIQUIDATED
PORTFOLIO INVESTMENTS $ 54,674,929 $ 19,964,788 $ 74,639,717
(A) Public company
(B) On January 26, 1994, Itran Corp. merged with Automatix Incorporated.
The combined entity, a public company, was renamed Acuity Imaging,
Inc. As a result of the merger, the Partnership exchanged its
151,572 Itran common shares for 85,311 Acuity common shares.
(C) During the quarter, the Partnership sold 135,000 common shares of
Alpharel, Inc. for $213,000, realizing a gain of $35,000.
(D) Amounts provided for "Supplemental Information: Liquidated Portfolio
Investments" are cumulative from inception through March 31, 1994.
* This company may be deemed an affiliated person of the Partnership as
defined in the Investment Company Act of 1940.
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
March 31, March 31,
1994 1993 1994 1993
INVESTMENT INCOME AND EXPENSES
Interest and dividends $8,086 $58,473 $23,183 $113,107
Expenses:
Management fee - Note 4 15,919 22,967 30,714 63,537
Professional fees 26,728 31,085 51,232 48,464
Mailing and printing 14,774 15,937 21,974 43,781
Independent General Partners' fees
- Note 5 14,250 17,250 31,500 34,500
Custodial fees 419 1,402 1,219 2,802
Miscellaneous 85 - 335 -
Total expenses 72,175 88,641 136,974 193,084
NET INVESTMENT LOSS (64,089) (30,168) (113,791) (79,977)
Net realized gain (loss) from investments
sold or written-off (584,587) (376,255) (577,784) 5,625,362
NET REALIZED GAIN (LOSS) FROM
OPERATIONS (allocable to Partners)
- Note 3 (648,676) (406,423) (691,575) 5,545,385
Net change in unrealized appreciation or
depreciation of investments 872,425 1,103,307 874,420 (2,480,734)
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $223,749 $696,884 $182,845 $3,064,651
See notes to financial statements.
ML VENTURE PARTNERS I, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED MARCH 31,
1994 1993
CASH FLOWS PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
Net investment loss $ (113,791) $ (79,977)
Adjustments to reconcile net investment loss to cash
provided from (used for) operating activities:
(Increase) decrease in receivables (1,131) 503,472
(Increase) decrease in accrued interest on short-
term investments 5,131 (29,286)
Increase (decrease) in payables (1,077) 8,475
Cash provided from (used for) operating activities (110,868) 402,684
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
Net proceeds from the sale of portfolio
investments 658,608 6,751,718
Net return (purchase) of short-term
investments 948,776 (480,646)
Cash provided from investing activities 1,607,384 6,271,072
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distributions to Partners - Note 6 (1,552,300) (6,300,000)
Increase (decrease) in cash and cash equivalents (55,784) 373,756
Cash and cash equivalents at beginning of period 579,164 433,676
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 523,380 $ 807,432
See notes to financial statements.
ML VENTURE PARTNERS I, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
FOR THE SIX MONTHS ENDED MARCH 31, 1994
Unallocated
Net Unrealized
Managing Individual Appreciation
General General Limited (Depreciation)
Partner Partners Partners of Investments Total
Balance at
beginning of
period $ 1,227,489 $ 2,530 $ 4,177,764 $ (870,427) $ 4,537,356
Cash distribution
paid January 20, 1994
- - - Note 6 (350,000) (2,300) (1,200,000) - (1,552,300)
Allocation of
net investment
loss - Note 3 (1,138) (7) (112,646) - (113,791)
Allocation of
net realized
loss on invest-
ments - Note 3 (120,179) (31) (457,574) - (577,784)
Net change in
unrealized
appreciation
(depreciation)
of investments - - - 874,420 874,420
Balance at end
of period $ 756,172 $ 192 $ 2,407,544(A) $ 3,993 $ 3,167,901
(A) The net asset value per Unit of limited partnership interest, including
an assumed allocation of net unrealized appreciation, is $201. Each
Unit represents an original capital contribution of $5,000. Cumulative
cash distributions paid through March 31, 1994 total $5,750 per Unit.
See notes to financial statements.
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
ML Venture Partners I, L.P. (the "Partnership") is a Delaware limited
partnership formed on February 12, 1982. The Partnership's operations
commenced on October 15, 1982. Merrill Lynch Venture Capital Co., L.P.,
the managing general partner of the Partnership (the "Managing General
Partner"), is a New York limited partnership formed on February 12, 1982,
the general partner of which is Merrill Lynch Venture Capital Inc. (the
"Management Company"), an indirect subsidiary of Merrill Lynch & Co., Inc.
The Partnership's objective is to realize long-term capital appreciation
from its portfolio of venture capital investments. From 1982 to 1986, the
Partnership assembled a portfolio of 34 venture capital investments in new
and developing companies and other special investment situations. The
Partnership does not engage in any other business or activity. At March
31, 1994, 31 of the 34 investments had been fully liquidated. The
Partnership will not make investments in new companies and will not
reinvest the proceeds from the sale of its remaining investments, except
to make follow-on investments in existing companies, if necessary.
The Partnership's scheduled termination date is December 31, 1994.
Pursuant to the Partnership Agreement, the Individual General Partners can
extend the term of the Partnership for an additional two-year period if
they determine that such extension would be in the best interest of the
Partnership.
2. Significant Accounting Policies
Valuation of Investments - Portfolio investments are carried at cost until
significant developments affecting an investment provide a basis for
valuation. Thereafter, portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision
of the Individual General Partners. The venture capital portfolio
investments held by the Partnership involve a high degree of business and
financial risk that can result in substantial losses. The Managing
General Partner considers such risks in determining the valuation of the
Partnership's portfolio investments. Short-term investments are carried
at amortized cost which approximates market.
Investment Transactions - Investment transactions are recorded on the
accrual method. Portfolio investments are recorded on the trade date, the
date on which the Partnership obtains an enforceable right to demand the
securities or payment therefor. Realized gains and losses on investments
sold are computed on a specific identification basis.
Income Taxes - No provision for income taxes has been made since all
income and losses are allocable to the Partners for inclusion in their
respective tax returns.
Statements of Cash Flows -The Partnership considers its interest-bearing
cash account to be cash equivalents.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will
be allocated, on a cumulative basis over the life of the Partnership, 20%
of net realized capital gains or 10% of net realized capital losses. The
Partnership's net realized gains or losses in excess of this allocation to
the Managing General Partner, as well as all other income, losses,
deductions and credits, if any, will be allocated among all the Partners,
including the Managing General Partner, in the proportion of their capital
contributions to the Partnership. For the period from October 15, 1982
(commencement of operations) to March 31, 1994, the Partnership had a
cumulative net realized gain of $20 million.
4. Related Party Transactions
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives compensation at the annual
rate of 2% of the net assets of the Partnership. Such fee is determined
and payable quarterly.
ML VENTURE PARTNERS I, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the
three Independent General Partners receives $15,000 annually in quarterly
installments, $1,000 for each meeting of the General Partners attended or
for each other meeting, conference or engagement in connection with
Partnership activities at which attendance by an Independent General
Partner is required and $1,000 for each committee meeting attended ($500
if a committee meeting is held on the same day as a meeting of the General
Partners).
6. Cash Distributions
Cash distributions paid during the six months ended March 31, 1994 and
1993 and cumulative cash distributions paid from inception to March 31,
1994 are listed below:
General Limited Per
Date Paid Partners Partners $5,000 Unit
October 20, 1992 $ 0 $ 3,000,000 $ 250
January 26, 1993 0 3,300,000 275
January 20, 1994 352,000 1,200,000 100
Cumulative totals 3,960,000 69,000,000 5,750
7. Interim Financial Statements
In the opinion of Merrill Lynch Venture Capital Co., L.P., the managing
general partner of the Partnership, the unaudited financial statements as
of March 31, 1994, and for the three and six month periods then ended,
reflect all adjustments necessary for the fair presentation of the results
of the interim period.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
During its first four years of operations, from 1982 to 1986, the
Partnership completed the selection of its 34 portfolio investments.
During that time, the Partnership invested a majority of the $54.7 million
of net proceeds received from its 1982 public offering. Since 1986, the
Partnership has made additional follow-on investments in certain existing
portfolio companies. As of March 31, 1994, the Partnership had fully
invested the original net proceeds. The Partnership will not make
additional investments in new portfolio companies and expects that follow-
on investments in existing portfolio companies will be nominal, if any.
At March 31, 1994, 31 of the Partnership's 34 portfolio investments had
been fully liquidated and one of its remaining three investments was
partially liquidated. The portfolio investments liquidated through March
31, 1994, had a cost of $51.9 million and returned $71.9 million, for a
cumulative net realized gain of $20 million. Generally, all cash received
from the sale of portfolio investments, after an adequate reserve for
operating expenses, is distributed to Partners as soon as practicable after
receipt. Accordingly, on January 20, 1994, the Partnership made a cash
distribution to Partners totaling $1.6 million, primarily representing
proceeds received from the sale of certain portfolio investments. From its
inception through March 31, 1994, the Partnership had made cash
distributions to Partners totaling $73 million, representing proceeds
received from the sale of portfolio investments and other income.
At March 31, 1994, the Partnership had $523,000 in cash and cash
equivalents. Funds needed to cover future operating expenses and follow-on
investments, if any, will be obtained from the Partnership's existing cash
reserves and from the future sale of portfolio investments, if necessary.
On November 4, 1992, the Individual General Partners, in accordance with
the Partnership Agreement, voted to extend the Partnership's termination
date to December 31, 1994. Pursuant to the Partnership Agreement, the
Individual General Partners can extend the term of the Partnership for an
additional two-year period if they determine that such an extension would
be in the best interest of the Partnership.
Results of Operations
Net realized gain or loss from operations is comprised of 1) net realized
gains or losses from portfolio investments sold or written-off and 2) net
investment income or loss. For the quarter and six months ended March 31,
1994, the Partnership had a net realized loss from operations of $649,000
and $692,000, respectively. For the quarter and six months ended March
31, 1993, the Partnership had a net realized loss of $406,000 and a net
realized gain from operations of $5.5 million, respectively.
Realized Gains or Losses from Portfolio Investments - For the quarter and
six months ended March 31, 1994, the Partnership had a $585,000 and a
$578,000 net realized loss from portfolio investments sold and written-
off, respectively. During the quarter ended March 31, 1994, the
Partnership wrote off the remaining $620,000 cost of its original $1.6
million investment in Qume Corporation due to the continued depressed
public market price and limited trading volume of its common shares. Also
during the quarter, the Partnership sold 135,000 common shares of
Alpharel, Inc. in the public market for $213,000, realizing a gain of
$35,000. In December 1993, the Partnership sold 45,000 common shares of
Alpharel in the public market for $66,000, realizing a gain of $7,000.
For the quarter and six months ended March 31, 1993, the Partnership had a
$376,000 net realized loss and a $5.6 million net realized gain from
portfolio investments sold or written-off, respectively. During the three
months ended March 31, 1993, the Partnership wrote off $126,000 of the
remaining cost of its investment in BehaviorTech, Inc. and its remaining
$250,000 investment in Private Satellite Network, Inc. due to continued
financial and operating difficulties at these companies. During the three
months ended December 31, 1992, the Partnership sold its remaining 423,082
common shares of Viewlogic Systems, Inc. in the public market for $6.7
million, realizing a gain of $6 million.
Investment Income and Expenses - Net investment loss (investment income
less operating expenses) for the three months ended March 31, 1994 and
1993 was $64,000 and $30,000, respectively. Net investment loss for the
six months ended March 31, 1994 and 1993 was $114,000 and $80,000,
respectively. The increase in net investment loss for the 1994 periods
compared to the 1993 periods is the result of a decrease in interest
income earned from the Partnership's short-term investments during the
1994 periods offset by reductions in the management fee and other
operating expenses incurred during the 1994 periods.
For the three months ended March 31, 1994 and 1993, the Partnership earned
$8,000 and $58,000 from short-term investments, respectively. For the six
months ended March 31, 1994 and 1993, the Partnership earned $23,000 and
$113,000 from short-term investments, respectively. Interest earned from
short-term investments fluctuates primarily due to changes in amounts
available for investment. The Partnership had short-term investments for
only a portion of the six month period ended March 31, 1994 and has had no
short-term investments since the cash distribution to Partners was paid on
January 20, 1994.
The Management Company receives compensation at the annual rate of 2% of
the net assets of the Partnership. Such fee is determined and payable on
the basis of the Partnership's net assets at the end of each calendar
quarter. The management fee for the quarter ended March 31, 1994 was
$16,000 compared to $23,000 for the same period in 1993. The management
fee for the six months ended March 31, 1994 was $31,000 compared to
$64,000 for the same period in 1993. The decreased management fee for the
1994 periods results from the Partnership's reduced net asset value for
the 1994 periods compared to the 1993 periods. The reduced net asset
value primarily is due to the continued liquidation of the Partnership's
investment portfolio and subsequent cash distributions paid to Partners.
It is expected that the management fee will continue to decline in future
periods as the Partnership's remaining portfolio investments are
liquidated and cash distributions to Partners are approved. The
management fee and other expenses incurred directly by the Partnership are
paid with funds provided from operations. Funds provided from operations
are obtained from interest earned from short-term investments, when
available, and proceeds received from the sale of certain portfolio
investments.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the quarter and six months
ended March 31, 1994, the Partnership had a net unrealized gain from its
portfolio investments of $347,000 and $350,000, respectively, primarily
resulting from the upward revaluation of its investment in Acuity Imaging,
Inc. Additionally, for the six month period ended March 31, 1994, the
Partnership transferred a net $525,000 from unrealized loss to realized
loss primarily due to the write off of its investment in Qume, as
discussed above. As a result, the Partnership's net unrealized
appreciation of investments increased $874,000 for the six month period.
For the quarter and six months ended March 31, 1993, the Partnership had a
net unrealized gain from its portfolio investments of $727,000 and
$687,000, respectively, primarily resulting from the upward revaluation of
its investment in Inference Corporation. Additionally, for the six month
period ended March 31, 1993, the Partnership transferred a net $3.2
million from unrealized gain to realized gain primarily due to the sale of
its remaining investment in Viewlogic, as discussed above. As a result,
the Partnership's net unrealized depreciation of investments increased
$2.5 million for the six month period.
Net Assets - Changes to net assets resulting from operations are comprised
of 1) net realized gains or losses from operations and 2) net changes to
unrealized appreciation or depreciation of investments. For the six
months ended March 31, 1994 and 1993, the Partnership's net assets from
operations increased $183,000 and $3.1 million, respectively.
At March 31, 1994, the Partnership's net assets were $3.2 million, down
$1.4 million from $4.5 million at September 30, 1993. This decrease
resulted from the $1.6 million cash distribution paid to Partners in
January 1994 offset by the $183,000 net increase to net assets resulting
from operations for the period.
At March 31, 1993, the Partnership's net assets were $4.6 million, down
$4.4 million from $9 million at September 30, 1992. This decrease
resulted from the $3.3 million cash distribution paid to Limited Partners
in January 1993 and the $4.2 million accrued cash distribution paid to
Limited Partners in April 1993, offset by the $3.1 million increase to net
assets resulting from operations for the period.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see
Note 3 of Notes to Financial Statements). However, for purposes of
calculating the net asset value per Unit, net unrealized appreciation or
depreciation of investments has been included as if it had been realized
and allocated to the Limited Partners in accordance with the Partnership
Agreement. Pursuant to such calculation, the net asset value at March 31,
1994 and September 30, 1993, was $201 and $291 per $5,000 Unit,
respectively. The Partnership's net assets and net asset value per Unit
will continue to decline as cash distributions are declared and paid to
Partners.
Cash Distributions - On January 20, 1994, the Partnership made a cash
distribution to Partners totaling $1,552,000: $1.2 million, or $100 per
Unit, to Limited Partners of record on December 31, 1993 and $352,000 to
the General Partners. From its inception through March 31, 1994, the
Partnership has made cash distributions to its Partners totaling $73
million: $4 million to the General Partners and $69 million to the
Limited Partners, representing $5,750 per $5,000 Unit.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fiscal
quarter covered by this report.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(3) Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership, dated as of
February 12, 1982, and amended through October 6, 1982*
(10) Management Agreement dated as of July 12, 1982 between
the Partnership and the Management Company.*
(28) (a) Prospectus of the Partnership dated June 18, 1982
filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of
1933, as supplemented by supplements thereto dated July
13, 1982 and September 28, 1982 filed pursuant to Rule
424 (c) under the Securities Act of 1933.*
(28) (b) Custody Agreement dated May 31, 1983 between the
Partnership and Chemical Bank.**
(b) No reports on Form 8-K have been filed during the period
covered by this report.
______________________________
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended September 30, 1982 filed with the
Securities and Exchange Commission on December 29, 1982.
** Incorporated by reference to the Partnership's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1983 filed with the
Securities and Exchange Commission on August 15, 1983.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ML VENTURE PARTNERS I, L.P.
/s/ Kevin K. Albert
By: Kevin K. Albert
General Partner
By: Merrill Lynch Venture Capital Co., L.P.
its Managing General Partner
By: Merrill Lynch Venture Capital Inc.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
By: /s/ Joseph W. Sullivan
Joseph W. Sullivan
Treasurer
(Principal Financial and Accounting Officer)
Date: May 13, 1994
Exhibit Index
Exhibits Page
(3) Amended and Restated Certificate and Agreement of
Limited Partnership of the Partnership, dated as
of February 12, 1982 and amended through October
6, 1982.*
(10) Management Agreement dated as of July 12, 1982
between the Partnership and the Management
Company.*
(28) (a) Prospectus of the Partnership dated June 18, 1982
filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act
of 1933, as supplemented by supplements thereto
dated July 13, 1982 and September 28, 1982 filed
pursuant to Rule 424(c) under the Securities Act
of 1933.*
(28) (b) Custody Agreement dated May 31, 1983 between the
Partnership and Chemical Bank.**
_______________________
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended September 30, 1982 filed with the
Securities and Exchange Commission on December 29, 1982.
** Incorporated by reference to the Partnership's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1983 filed with the
Securities and Exchange Commission on August 15, 1983.
