INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Equus Capital Partners, L.P.:
We have examined management's assertion about Equus Capital Partners, L.P.'s
(the "Company's") compliance with the requirements of subsections (b) and (c) of
Rule 17f-2 under the Investment Company Act of 1940 ("the Act") as of November
6, 1998, included in the accompanying Management Statement Regarding Compliance
with Certain Provisions of the Investment Company Act of 1940. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of November 6, 1998:
o Count and inspection of all securities located in the vault of Southwest
Guaranty Trust in Houston, Texas without prior notice to management;
o Confirmation of all securities hypothecated, pledged, placed in escrow, or
out for transfer with brokers, pledges and/or transfer agents;
o Reconciliation of all such securities to the books and records of the
Company and the Custodian.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with specified requirements.
In our opinion, management's assertion that Equus Capital Partners, L.P. was in
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of November 6, 1998, with respect to
securities reflected in the investment account of the Company is fairly stated,
in all material respects.
This report is intended solely for the information and use of management of
Equus Capital Partners, L.P. and the Securities and Exchange Commission and
should not be used for any other purpose.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
November 6, 1998
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MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE
INVESTMENT COMPANY ACT OF 1940
We, as members of management of Equus Capital Corporation, managing general
partner of Equus Capital Partners, L.P. (the "Partnership"), are responsible for
complying with the requirements of subsections (b) and (c) Rule 17f-2, "Custody
of Investments by Registered Management Investment Companies," of the Investment
Company Act of 1940. We are also responsible for establishing and maintaining
effective internal controls over compliance with those requirements. We have
performed an evaluation of the Partnership's compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 as of November 6, 1998 and from July 6,
1998 through November 6, 1998.
Based on this evaluation, we assert that the Partnership was in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of November 6, 1998 and from July 6, 1998 through
November 6, 1998, with respect to securities reflected in the investment account
of the Partnership.
Equus Capital Corporation
Managing General Partner of
Equus Capital Partners, L.P.
By: \s\ NOLAN LEHMANN
Nolan Lehmann, President
