<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
----------------
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 0-16110
THE GROWTH AND GUARANTEE FUND L.P.
----------------------------------
(Exact Name of Registrant as
specified in its charter)
Delaware 13-3407269
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Merrill Lynch Investment Partners Inc.
(formerly ML Futures Investment Partners Inc.)
Merrill Lynch World Headquarters - South Tower, 6th Fl.
World Financial Center New York, New York 10080-6106
-----------------------------------------------------
(Address of principal executive offices)
(Zip Code)
212-236-4161
--------------------------------------------------------------
(Registrant's telephone number, including area code)
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_____
-----
This document contains 11 pages.
There are no exhibits and no exhibit index filed with this document.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE GROWTH AND GUARANTEE FUND L.P.
----------------------------------
(a Delaware limited partnership)
------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- ------------
<S> <C> <C>
ASSETS
- ------
Accrued Interest (Note 2) $ 5,231 $ 4,940
U.S. Government obligations 7,310,630 6,820,462
Equity in commodity futures trading
accounts:
Cash and options premium 1,574,833 1,985,376
Net unrealized gain on open 59,500 (105,800)
contracts
------------- -------------
TOTAL $8,950,194 $8,704,978
============= =============
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
LIABILITIES:
Redemptions payable $ 42,446 $ 39,739
Administrative fees and brokerage
commissions payable (Note 2) 13,763 13,215
------------- -------------
Total liabilities 56,209 52,954
------------- -------------
Minority interest 34,881 28,942
------------- -------------
PARTNERS' CAPITAL:
General Partner (680 and 680 Units) 131,773 126,846
Limited Partners (45,029 and 45,539 8,727,331 8,496,236
Units)
------------- -------------
Total partners' capital 8,859,104 8,623,082
------------- -------------
TOTAL $8,950,194 $8,704,978
============= =============
NET ASSET VALUE PER UNIT
(Based on 45,709 and 46,219 Units
outstanding) $193.82 $186.57
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
THE GROWTH AND GUARANTEE FUND L.P.
----------------------------------
(a Delaware limited partnership)
------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
<TABLE>
<CAPTION>
For the three For the three
Months ended Months ended
March 31, 1996 March 31, 1995
--------------- --------------
<S> <C> <C>
REVENUES:
Trading profit (loss):
Realized:
Options and Futures $ 165,075 $256,678
U.S. Government obligations 57,894 (1,163)
Change in unrealized:
Options and Futures 165,300 238,062
U.S. Government obligations (118,142) 65,283
--------------- ---------------
Total trading results 270,127 558,860
--------------- ---------------
Interest income (Note 2):
Options and Futures 17,176 13,101
U.S. Government obligations 92,745 83,840
--------------- ---------------
Total revenues 380,048 655,801
--------------- ---------------
EXPENSES:
Administrative fees 38,908 34,728
Brokerage commissions 738 1,462
--------------- ---------------
Total expenses 39,646 36,190
--------------- ---------------
NET INCOME BEFORE MINORITY INTEREST 340,402 619,611
Minority interest in income (5,939) -
--------------- ---------------
NET INCOME $ 334,463 $619,611
=============== ===============
NET INCOME PER UNIT:
Weighted average number of units
outstanding (Note 3) 46,055 53,107
========= ========
Weighted average net income per unit $7.26 $11.67
========= ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
THE GROWTH AND GUARANTEE FUND L.P.
----------------------------------
(a Delaware limited partnership)
------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
-------------------------------------------------------
<TABLE>
<CAPTION>
Limited General
Units Partners Partner Total
----- -------- ------- -----
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL,
DECEMBER 31, 1994 53,537 $7,470,426 $ 96,085 $7,566,511
Net income - 611,680 7,931 619,611
Redemptions (1,654) (248,289) - (248,289)
-------- ---------- -------- ----------
PARTNERS' CAPITAL,
MARCH 31, 1995 51,883 $7,833,817 $104,016 $7,937,833
======== ========== ======== ==========
PARTNERS' CAPITAL,
DECEMBER 31, 1995 46,219 $8,496,236 $126,846 $8,623,082
Net income - 329,536 4,927 334,463
Redemptions (510) (98,441) - (98,441)
-------- ---------- -------- ----------
PARTNERS' CAPITAL,
MARCH 31, 1996 45,709 $8,727,331 $131,773 $8,859,104
======== ========== ======== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
THE GROWTH AND GUARANTEE FUND L.P.
----------------------------------
(a Delaware limited partnership)
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The Growth and Guarantee Fund L.P. (the "Partnership" or the "Fund") was
organized on January 21, 1987 under the Delaware Revised Uniform Limited
Partnership Act and commenced trading activities on August 5, 1987. The Growth
and Guarantee Fund Trading L.P. (the "Trading Partnership") was organized on and
commenced trading activities on June 1, 1995. The Partnership engages in the
speculative trading of stock index futures and options, attempting to replicate
the performance of the S&P 500 Stock Index while assuring that the Units do not
decline in value by more than 10% over the course of any one Time Horizon (a
term defined in the Limited Partnership Agreement, generally 18 months in
duration). On June 1, 1995, the Partnership began trading through the Trading
Partnership rather than directly. The formation of the "subsidiary" Trading
Partnership has been used as a means of assuring, by isolating the necessary
"reserve" assets from the risk of market loss, the 10% ceiling on the maximum
loss which the Partnership can experience during a Time Horizon. Leland O'Brien
Rubinstein Associates Incorporated (the "Advisor") is the trading advisor of the
Trading Partnership. Merrill Lynch Investment Partners Inc. (formerly, ML
Futures Investment Partners Inc.) (the "General Partner"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc., ("Merrill Lynch") which in turn is a
wholly-owned subsidiary of Merrill Lynch & Co., Inc., is the general partner of
the Partnership and the Trading Partnership, and Merrill Lynch Futures Inc.
("MLF") , also an affiliate of Merrill Lynch, is the commodity broker of the
Trading Partnership. The General Partner has agreed to maintain a general
partner's interest of at least 1% of the total equity interest of the
Partnership and the Trading Partnership. The Partnership is the sole Limited
Partner of the Trading Partnership. The General Partner and each Limited
Partner share in the profits and losses of the Partnership, and the General
Partner and the Partnership share in the profits and losses of the Trading
Partnership, in proportion to the interest in the Partnership and the Trading
Partnership owned by each.
The financial information included herein has been prepared by management
without audit by independent certified public accountants who do not express an
opinion thereon. The statement of financial condition as of December 31, 1995
has been derived from but does not include all the disclosures contained in the
audited financial statements for the year ended December 31, 1995. The
information furnished includes all adjustments which are, in the opinion of
management, necessary for a fair statement of results for the interim period.
The results of operations as presented, however, should not be considered
indicative of the results to be expected for the entire year.
The consolidated statements include the accounts of the Trading Partnership.
All related transactions and intercompany balances between the Partnership and
the Trading Partnership are eliminated in consolidation.
The ownership by the General Partner in the Trading Partnership represents a
minority interest when the financial results of the Trading Partnership are
consolidated into those of the Partnership. The General Partner's share of the
Trading Partnership's profits and losses is deducted from the Consolidated
Statements of Operations, and the General Partner's interest in the Trading
Partnership reduces partners' capital on the Consolidated Statements of
Financial Condition and the Consolidated Statements of Changes in Partners'
Capital.
Certain amounts in the prior period have been reclassified to conform to the
current period presentation.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Commodity futures and option contracts and securities transactions are recorded
on the trade date, and open contracts are reflected in the financial statements
at their fair value on the last business day of the reporting period. The
difference between the original contract amount and fair value is reflected in
income as unrealized gain or loss. Fair value is based on quoted market prices.
All commodity futures and options contracts are reflected at fair value in the
financial statements.
5
<PAGE>
U.S. Government Obligations
- ---------------------------
The Partnership invests a portion of its assets in U.S. Government securities.
These investments are carried at fair value.
Fees
- ----
The Partnership pays a monthly administrative fee to the General Partner equal
to 0.1458 of 1% of the Partnership's month-end Net Assets (a 1.75% annual rate).
The General Partner pays, at no additional cost to the Partnership, ongoing
quarterly fees of $0.0625 per Unit for offering and organizational costs. Prior
to the change discussed under "Protected Minimum Net Asset Value," below, the
General Partner also paid the following additional fees which were based on the
Partnership's average month-end Net Assets: (i) monthly advisory fees to Aetna
Capital Management, Inc. ("ACM") totaling, on an annual basis, 0.275 of 1% of
the first $100 million and 0.125 of 1% on amounts in excess of $100 million;
(ii) monthly consulting fees to the Advisor totaling, on an annual basis,
0.04375 of 1% of the first $100 million and 0.02 of 1% on amounts in excess of
$100 million; and (iii) monthly insurance premiums to The Standard Fire
Insurance Company totaling, on an annual basis, 0.375 of 1%. The General
Partner currently pays the consulting fees described in (ii).
The General Partner, at no additional expense to the Partnership, pays all
normal ongoing administrative costs of the Partnership, such as legal, printing
and accounting expenses.
Protected Minimum Net Asset Value
- ---------------------------------
The maximum permissible decrease in the Net Asset Value per Unit, as of the end
of successive Time Horizons (a term defined in the Limited Partnership
Agreement, generally 18 months in duration) is 10% of the Net Asset Value per
unit as of the beginning of each such Time Horizon (the "Protected Minimum
NAV"). The Partnership had entered into an agreement with Chase Manhattan Bank
N.A. ("Chase") whereby a letter of credit issued by Chase served to ensure the
Protected Minimum NAV. The letter of credit was issued in favor of State Street
Bank and Trust Company of Connecticut, N.A., which served as the paying agent
for the Limited Partners of the Partnership. The amounts of the letters of
credit varied from time to time as a result of Units redeemed, or the occurrence
of a New Profit Lock-In, as defined in the Letter of Credit and Reimbursement
Agreement. The Letter of Credit expired in June 1994 and was not renewed. The
Protected Minimum NAV for the Time Horizon ending November 19, 1996 is
guaranteed by the U.S. Government obligations which are insulated from the risk
of trading loss by the Partnership/Trading Partnership structure. The
Partnership will also utilize a "downside protection" strategy which is designed
to maximize profits while controlling the risk of major drawdowns. Avoiding
significant losses is of particular importance to the Partnership's long-term
prospects for profitability due to its "downside protection" feature.
Income Taxes
- ------------
No provision for income taxes has been made in the accompanying financial
statements as each partner is individually responsible for reporting income or
loss based on such partner's respective share of the Partnership's income and
expenses as reported for income tax purposes.
Redemptions
- -----------
A Limited Partner may require the Partnership to redeem some or all of such
Limited Partner's Units at 100% of Net Asset Value as of the last business day
of any month, and at 100% of actual Net Asset Value plus any amounts due under
the Protected Minimum NAV as of the last business day of any month which is also
the last day of a Time Horizon, upon ten days' written notice to the General
Partner.
Dissolution of the Partnership
- ------------------------------
The Partnership will terminate on December 31, 2007 or at an earlier date if
certain conditions occur, as well as under certain circumstances as set forth in
the Limited Partnership Agreement.
2. RELATED PARTY TRANSACTIONS
The portion of the Partnership's assets (approximately 10% to 15%) which are not
held by the Partnership in U.S. Government securities is invested in the Trading
Partnership. The Trading Partnership's assets are not held in U.S. Government
securities deposited with MLF or its affiliate, Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S"). As a means of approximating the interest rate
which would be earned by the Trading Partnership had 100% of its Net Assets on
deposit with MLF been invested in 91-day Treasury bills, MLF pays the Trading
Partnership interest on its account equity on deposit with MLF at a rate of 0.5
of 1% per annum below the prevailing 91-day Treasury bill rate. During the
quarters ended March 31, 1996 and 1995 MLF paid the Partnership $17,176 and
$13,101 of interest, respectively. Any additional economic benefit derived from
possession of the Partnership's assets accrues to MLF or its affiliates.
6
<PAGE>
The Partnership pays MLF brokerage commissions of $25.00 per each round-turn,
which includes exchange clearing and NFA fees, on U.S. futures transactions
executed by the Partnership.
3. WEIGHTED AVERAGE UNITS
The weighted average number of Units outstanding was computed for purposes of
disclosing net income per weighted average Unit. The weighted average number of
Units outstanding at March 31, 1996 and 1995 equals the Units outstanding as of
such date, adjusted proportionately for Units redeemed based on the respective
length of time each was outstanding during the preceding period.
4. FAIR VALUE AND OFF-BALANCE SHEET RISK
The Partnership trades futures and options on stock indices. The Partnership's
revenues by reporting category for the quarter ended March 31, 1996 was as
follows:
<TABLE>
<CAPTION>
1996
----
<S> <C>
Interest rate $(59,710)
Stock indices 329,837
-----------
$270,127
===========
</TABLE>
Market Risk
- -----------
Derivative instruments involve varying degrees of off-balance sheet market risk,
and changes in the level or volatility of interest rates or the S&P 500 Stock
Index will result in changes in the Partnership's unrealized gain or loss on
such derivative instruments as reflected in the Statements of Financial
Condition as of the end of the period. The Partnership's exposure to market
risk is influenced by a number of factors which affect stock index levels.
Fair Value
- ----------
The derivative instruments traded by the Trading Partnership are marked to
market daily with the resulting unrealized gains or losses recorded in the
Statements of Financial Condition and the related income or loss reflected in
trading revenues in the Statements of Operations. The contract/notional values
of open contracts as of March 31, 1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
Commitment to Commitment to Commitment to Commitment to
Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards)
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Stock Indices
$6,790,400 -- $6,052,025 --
============= ============= ============= =============
</TABLE>
The majority of the Partnership's derivative financial instruments outstanding
at March 31, 1996, mature within one year.
The contract/notional value of exchange traded and open contracts as of March
31, 1996 and December 31, 1995 were as follows (the Partnership does not trade
non-exchange-traded derivative instruments):
<TABLE>
<CAPTION>
1996 1995
---- ----
Commitment to Commitment to Commitment to Commitment to
Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards)
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Exchange
traded $6,790,400 -- $6,052,025 --
============= ============= ============= =============
</TABLE>
7
<PAGE>
The average fair value of the derivative instruments held or issued as of the
end of each calendar month during the quarter ended March 31, 1996 and the year
ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
Commitment to Commitment to Commitment to Commitment to
Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards)
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Stock indices $6,251,500 -- $5,341,896 $156,385
============= ============= ============= =============
</TABLE>
Credit Risk
- -----------
The risks associated with exchange-traded contracts are typically perceived to
be less than those associated with over-the-counter transactions (non-exchange-
traded), because exchanges typically (but not universally) provide clearinghouse
arrangements in which the collective credit (in some cases limited in amount, in
some cases not) of the members of the exchange is pledged to support the
financial integrity of the exchange, whereas in over-the-counter transactions,
on the other hand, traders must rely solely on the credit of their respective
individual counterparties. Margins, which may be subject to loss in the event
of a default, are generally required in exchange trading, and counterparties may
require margin in the over-the-counter markets. The Partnership does not trade
off-exchange instruments.
The contract amounts in the above tables represent the extent of the Trading
Partnership's market exposure in the relevant class of derivative instruments.
Because the Partnership trades only exchange-traded instruments, it has no
counterparty risk. The Partnership also has credit risk because the sole broker
with respect to the Partnership is MLF. At March 31, 1996 and December 31,
1995, $8,920,485 and $8,697,334 of these assets, respectively, were held in
segregated accounts.
The gross unrealized gain and the net unrealized gain (loss) on open contracts
as of March 31, 1996 and December 31, 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
Gross Net Gross Net
Unrealized Unrealized Unrealized Unrealized
Gain Gain (Loss) Gain Gain (Loss)
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Exchange
traded $75,450 $59,500 -- $(105,800)
========== ========== ========== ==========
</TABLE>
The Partnership controls credit risk by dealing almost exclusively with Merrill
Lynch entities as brokers and counterparties.
Item 2: Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Operational Overview: Advisor Selections
- ----------------------------------------
Due to the nature of the Fund's business, its results of operations depend
on the Trading Advisor's ability to optimize the extent to which the Fund
participates in the significant upward movement in stock index levels. The
Trading Advisor's Dynamic Asset Allocation Risk Management Strategies are
confidential, so that substantially the only information that can be furnished
regarding the Fund's results of operations is contained in the performance
record of its trading. Unlike operating businesses, general economic or
seasonal conditions do not directly affect the profit potential of the Fund, and
its past performance is not necessarily indicative of future results. Because
of the speculative nature of its trading, operational or economic trends have
little relevance to the Fund's results. However, the Fund is dependent upon
significant upward movement in stock index levels for profitability.
Results of Operations - General
- -------------------------------
The Fund is materially different from most other futures funds in that it
does not attempt to achieve speculative profits from taking long or short
positions in a variety of markets. Rather, the Fund's objective is to capture a
substantial portion of significant upside movements in the S&P 500 Stock Index
(dividends not reinvested) while providing the protection of a maximum loss
which can be incurred during any 18 month Time Horizon. The Fund's ability to
capture upside S&P 500 Stock Index movements is based on a call options
strategy, and is path dependent - i.e., the extent to which the Fund is able to
capture upside movements in the S&P 500 depends on the patterns in which such
movements occur. For example, if the S&P 500 increased during a Time Horizon by
a total of 25%, but did so after incurring a 15% drop, it is likely that the
Fund would recognize little or none of the
8
<PAGE>
upward movement, because it would have lost all that it had available to lose
during the Time Horizon in question during the course of the 15% drop.
During the past 3 months of trading ending March 31, 1996, the S&P 500 Stock
Index (dividends not reinvested) increased a total of 4.79%, whereas the Net
Asset Value per Series A unit increased 3.88%.
Performance Summary
- -------------------
During the first quarter of 1995, the Fund's average month-end Net Assets
equalled $7,781,526, and the Fund recognized gross trading gains of $558,860 or
7.18% of such average month-end Net Assets. Brokerage commissions of $1,462 or
0.02% and Administrative expenses of $34,728 or 0.45% of average month-end Net
Assets were paid. Interest income of $96,941 or 1.25% of average month-end Net
Assets resulted in a net income of $619,611 or 7.96% of average month-end Net
Assets, which resulted in a 8.25% increase in the Net Asset Value per Unit
since December 31, 1994.
During the first quarter of 1996, the Fund's average month-end Net Assets
equalled $8,837,005, and the Fund recognized gross trading gains of $270,127 or
3.06% of such average month-end Net Assets. Brokerage commissions of $738 or
0.01% and Administrative expenses of $39,908 or 0.45% of average month-end Net
Assets were paid. Interest income of $109,921 or 1.24% of average month-end Net
Assets resulted in net income of $334,463 (after deduction of MLIP's "Minority
Interest" in the Trading Partnership) or 3.78% of average month-end Net Assets
which resulted in a 3.89% increase in the Net Asset Value per Units since
December 31, 1995.
During the first quarter of 1996 and 1995, the Fund experienced 5
profitable months and 1 unprofitable months.
<TABLE>
<CAPTION>
MONTH-END NET ASSET VALUE PER UNIT
Jan. Feb. Mar.
---- ---- ----
<S> <C> <C> <C>
1995 $144.95 $149.87 $152.99
1996 $192.60 $192.04 $193.82
</TABLE>
Importance of Market Factors
- ----------------------------
Comparisons between the Fund's performance in one fiscal year to the prior
year are unlikely to be meaningful, given the uncertainty of price movements in
the markets traded by the Fund.
Liquidity
- ---------
A significant portion of the Partnership's assets were held in U.S. Treasury
STRIPS which, in turn, generate the protected minimum Net Asset Value. The U.S.
STRIPS are highly liquid but are acquired by the Fund on a buy-and-hold basis
for the course of a Time Horizon, except to the extent liquidated to fund a
portion of redemptions. A portion of the Partnership's assets are also held as
cash which, in turn, is used to margin its stock index futures positions and is
withdrawn, as necessary, to pay a portion of redemptions and fees.
The stock index futures contracts in which the Partnership trades may become
illiquid under certain market conditions. Stock Index futures contracts in the
U.S. are subject to "circuit breakers" which require the suspension of trading
after certain market movements. However, these "circuit breakers" have rarely
been "triggered," and because the Fund buys rather than sells options, it is
generally not exposed to risk of not being able to close out positions against
which the market is moving as a result of illiquidity.
Capital Resources
- -----------------
The Partnership does not have, nor does it expect to have, any capital
assets and has no material commitments for capital expenditures. The
Partnership uses its assets to (i) assure the investors the protected minimum
Net Asset Values as of the end of the Time Horizons and (ii) supply the
necessary margin or premiums for, and to pay any losses incurred in connection
with, its trading activity and to pay redemptions and fees. Inflation is not a
significant factor in the Fund's profitability, although inflationary cycles can
give rise to the stock index futures markets in which the Funds trades
exclusively. The Fund cannot be profitable during a Time Horizon unless the S&P
500 Stock Index market rises.
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
There are no exhibits required to be filed as part of this document.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the first quarter of
fiscal 1996.
10
<PAGE>
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.
THE GROWTH AND GUARANTEE FUND L.P.
By: MERRILL LYNCH INVESTMENT PARTNERS INC.
(General Partner)
Date: May 13, 1996 By /s/JOHN R. FRAWLEY, JR.
John R. Frawley, Jr.
President, Chief Executive Officer
and Director
Date: May 13, 1996 By /s/JAMES M. BERNARD
James M. Bernard
Chief Financial Officer,
Treasurer and Senior Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION, CONSOLIDATED STATEMENTS OF OPERATIONS,
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> MAR-31-1996 MAR-31-1995
<CASH> 0 0
<RECEIVABLES> 1,639,564 8,068,181
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 7,310,630 0
<PP&E> 0 0
<TOTAL-ASSETS> 8,950,194 8,068,181
<SHORT-TERM> 0 0
<PAYABLES> 91,090 130,348
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 0 0
<COMMON> 0 0
0 0
0 0
<OTHER-SE> 8,859,104 7,937,833
<TOTAL-LIABILITY-AND-EQUITY> 8,950,194 8,068,181
<TRADING-REVENUE> 270,127 558,860
<INTEREST-DIVIDENDS> 109,921 96,941
<COMMISSIONS> 45,585 36,190
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 0 0
<COMPENSATION> 0 0
<INCOME-PRETAX> 334,463 619,611
<INCOME-PRE-EXTRAORDINARY> 334,463 619,611
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 334,463 619,611
<EPS-PRIMARY> 7.26 11.67
<EPS-DILUTED> 7.26 11.67
</TABLE>
