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MERRILL LYNCH KECALP L.P. 1994
Supplement to Prospectus Dated April 15, 1994
For Ohio Investors
It is expected that a substantial portion of the Partnership's assets
will be invested in privately-offered equity investments in leveraged buyout
transactions and in transactions involving restructurings or recapitalization
of operating companies. Investments may also be made in real estate
opportunities and, to a lesser extent, in venture capital transactions. Some
or all of such investments may not comply with the following provisions of
Rule 1301:6-3-09(E) under the Ohio Securities Act:
Paragraph (1) restricts the purchase or retention by an investment
company of the securities of any issuer if the officers, directors
or trustees of the investment company, or its advisors or managers,
owning beneficially more than .5% of the securities of an issuer,
together own beneficially more than 5% of the securities of that
issuer. The Partnership is permitted to make certain investments
in which officers, directors or employees of the General Partner
holding in excess of .5% of the securities of an issuer
collectively hold 5%, if such issuers are investment vehicles
sponsored by Merrill Lynch, Pierce, Fenner & Smith Incorporated and
its affiliates, or investments in which such investment vehicles
are participants.
Paragraph (7) requires that as to the first 50% of an investment
company's assets, no more than 5% may be invested in the securities
of any one issuer, and as to the remaining 50% of the investment
company's assets, no more than 25% may be invested in any one
issuer. The Partnership may invest its assets in securities of
certain issuers in excess of such limitations.
Paragraph (8) requires that as to the first 75% of an investment
company's assets, no more than 10% of the voting securities of any
issuer may be held by the investment company. The Partnership may
hold more than 10% of the voting securities of an issuer.
Paragraph (9) restricts the investment of any assets of an
investment company in the securities of other investment companies,
except by purchase in the open market where no commission or profit
to a sponsor or dealer results from the purchase other than the
customary broker's commission, or except when the purchase is part
of a plan of merger, consolidation, reorganization, or acquisition.
The Partnership will not invest its assets in the securities of
other registered investment companies except for temporary
investments in tax-exempt or other money market funds.
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Paragraph (10) restricts the borrowing, pledging, mortgaging, or
hypothecating of assets on behalf of an investment company in
excess of one-third of the total company assets. The Partnership
is restricted from borrowing amounts in excess of one-third of its
total assets, except that the Partnership may enter into
nonrecourse loans relating to investments other than securities
without regard to such limitation. In addition, the Partnership is
restricted from making loans to other persons in excess of one-
third of its total assets, provided that investments in privately
offered debt securities issued by entities in which the Partnership
has an equity participation or with which the Partnership has
contracted to acquire an equity participation are not considered
loans for purposes of this restriction.
Paragraph (12) requires that no more than 15% of an investment
company's total assets may be invested in the securities of issuers
which, together with any predecessors, have a record of less than
three years continuous operation, or in the securities of issuers
which are restricted as to disposition. In addition,
paragraph (F)(3)(d) of Rule 1301:6-3-09 requires that no more than
50% of an investment company's total assets may be invested in such
securities. The Partnership has the authority to invest more than
50% of its total assets in such securities.
The Prospectus will be delivered to investors in the Partnership prior
to the consummation of the sale of Units to such investors.
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