January 11, 2006
Lauren Burnham Prevost
Dear Ms. Prevost:
We are responding to your letter dated January 11, 2006, as supplemented by conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your correspondence to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.
As a consequence of the continuous offering of the Partnership's units, the entity will be engaged in a distribution of securities pursuant to Rule 102 of Regulation M. As a result, bids for or purchases of units by the Partnership, or any affiliated purchaser of the Partnership are prohibited during the restricted period specified in Rule 102, unless specifically excepted by or exempted from Rule 102.
On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the Commission hereby grants an exemption from Rule 102 of Regulation M to permit the Partnership to repurchase units under the Redemption Program while the Partnership is engaged in a distribution of units. In granting this exemption, we considered the following facts, among others:
This exemption is subject to the condition that the Partnership shall terminate the Redemption Program during the distribution of the Partnership's units if a secondary market for such units develops.
The foregoing exemption from Rule 102 is based solely on your representations and the facts presented to the staff, and is strictly limited to the application of Rule 102 to the Redemption Program as described above. The Redemption Program should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations. In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, particularly Section 10(b) of the Exhange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the Partnership. The Division of Market Regulation expresses no view with respect to any other question that the Redemption Program may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of other federal or state laws to, the Redemption Program.
For the Commission,
James A. Brigagliano