IN THE UNITED STATES DISTRICT COURT
Complaint For Injunctive And Other Relief
The plaintiff, Securities and Exchange Commission ("Commission" or the "Plaintiff"), files this complaint and alleges the following:
1. Beginning in October 2001 and continuing through the present, Merchant Capital LLC ("Merchant") and its principals, Steven C. Wyer ("Wyer") and Kurt V. Beasley ("Beasley"), have raised approximately $20 million from more than 350 investors, through a fraudulent scheme involving the sale of general partnership interests in Colorado registered limited liability partnerships ("RLLPs") formed to purchase and collect debt pools consisting of freshly charged off consumer debt. Since the inception of its program, Merchant has organized more than 20 RLLPs with an average capitalization of about $1 million apiece. Merchant claims to currently be closing a partnership every ten days.
2. Merchant's sales materials misrepresent the fees to be charged in connection with the operation of the RLLPs. They further misrepresent the independent nature of the partnerships, which in fact could not operate in an economically feasible manner without pooling their funds with each other and with funds from other entities. They also misrepresent the role played by Merchant as the managing general partner in buying, collecting and selling debt for the partnership by failing to disclose that Merchant has delegated to relief defendant New Vision Financial LLC ("New Vision") most of its duties to the partnership.
3. The partnership interests Merchant sells to investors are securities, but no registration statement has been filed in connection with any of these partnerships and no exemption is available. The sales are therefore unlawful.
4. By virtue of its conduct, Merchant has engaged and, unless enjoined, will continue to engage, in violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act")[15 15 U.S.C. 77e(a), 77e(c) and 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act")[15 U.S.C. 78j(b)], and Rule 10b-5 promulgated thereunder,[17 C.F.R. 240.10b-5] and Section 15(a) of the Exchange Act [15 U.S.C. 78o(a)].
5. By virtue of their conduct, defendants Wyer and Beasley have engaged and, unless enjoined, will continue to engage, in violations of Sections 5(a), 5(c) and 17(a) of the Securities Act [ 15 U.S.C. 77e(a), 77e(c) and 77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Rule 10b-5 promulgated thereunder [17 C.F.R. 240.10b-5]; and aiding and abetting Merchant's violations of Section 15(a) of the Exchange Act [15 U.S.C. 78o(a)].
6. Unbeknownst to investors, relief defendant New Vision purchases, directs the collection of and resells all debt purchased by Merchant RLLPs through its contract with Merchant. New Vision controls all debt pools in which Merchant RLLPs purchase fractionalized interests and controls the timing and funds generated by the debt pools it collects and resells on behalf of the Merchant RLLPS and others. By virtue of its conduct and control over Merchant RLLP funds, for the protection of investors, relief defendant New Vision should be ordered to prepare an accounting of the receipt, use and disposition of those funds pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. 78u(d)(5)].
Jurisdiction And Venue
7. The Commission brings this action pursuant to Sections 20(b), (c) and (d) of the Securities Act [15 U.S.C. 77t(b)-(d)] and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. 78u(d)-(e)], to enjoin the defendants from engaging in the transactions, acts, practices and courses of business alleged in this Complaint, and transactions, acts, practices and courses of business of similar purport and object, for disgorgement of ill-gotten gains, civil penalties and other relief.
8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and 22(a) of the Securities Act [15 U.S.C. 77t(b), 77t(d) and 77v(a)] and Sections 21(d), 21(e) and 27 of the Exchange Act [15 U.S.C. 78u(d), 78u(e) and 78aa].
9. The Defendants, directly and indirectly, have made use of the mails, the means and instrumentalities of interstate commerce, and the means and instruments of transportation and communication in interstate commerce, in connection with the transactions, acts, practices, and courses of business alleged in this Complaint.
10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. 78aa], because certain of the transactions, acts, practices and courses of business constituting violations of the Securities Act and Exchange Act have occurred within the Northern District of Georgia. The defendants maintain bank accounts for the Merchant RLLPs in Atlanta, Georgia from which all payments to purchase debt and distributions to partners are paid and where funds of the RLLPs, when not invested in debt pools, are maintained. Relief defendant New Vision maintains its offices in and operates the debt collection businesses of the RLLPs from the Northern District of Georgia.
11. Merchant Capital LLC is a Tennessee limited liability corporation that maintains offices at 5205 Maryland Way, Third Floor, Brentwood, TN 37027. Merchant has never been registered with the Commission as a broker-dealer.
12. Steven C. Wyer resides at 116 Maxwell Crossing, Nashville, TN 37215. Wyer serves as the Chief Manager of Merchant.
13. Kurt V. Beasley resides at 104 East Park Drive, Nashville, TN 37204. Beasley serves as Manager of Financial and Compliance Oversight for Merchant.
14. New Vision Financial LLC ("New Vision") is a Georgia limited liability company with offices at 3875 Johns Creek Parkway, Suite A, Suwanee, Ga 30024.
Merchant's Debt Collection Investment Program
15. Beginning shortly before October 2001, Merchant formed ten or more RLLPs and began soliciting people to invest in the RLLPs as general partners.
16. Each Merchant RLLP is limited to twenty or fewer members. Each investor makes a capital contribution of at least $25,000 but no larger than $3 million. The RLLPs are closed at the discretion of Merchant when they have twenty members or total capital contributions of at least $500,000.
17. Merchant serves as the organizing and, later, the managing general partner of at least 20 Colorado RLLPs that it has created using the names `Evergreen High Yield RLLP' followed by a numerical designation ("Evergreen").
18. The first partnership, Evergreen 803/1, was organized in October 2001 and began operations shortly afterwards. By August 31, 2002, Merchant had closed 19 RLLPs with an average capitalization of $1 million apiece. More than 350 investors have become members of the Merchant RLLPs.
19. Merchant is owned, operated and controlled by Wyer and Beasley, who hold their ownership interests in Merchant through Tennessee limited liability companies that they control.
20. Merchant and its sales agents have sold partnership interests to investors in more than 25 states and the West Indies. More than 25% of these partnership interests are held for investment purposes in self-directed IRA accounts.
21. The described business objective for the individual RLLPs is to use the capital contributions of the partners in order to: 1) purchase delinquent consumer debt; 2) collect that debt; 3) purchase and collect additional debt with funds received from monthly collections; 4) sell the debt into the secondary debt market after twelve to eighteen months of collection efforts; 5) make quarterly distributions; and 6) at the end of three years, sell all debt, and repay the partner capital contributions, with any remaining profits split 50% to the investors pro rata and 50% to Merchant Capital.
22. Investors complete a partnership application to join an RLLP and may elect at that time either to receive an amount equal to 3.6% of their capital contribution distributed to them quarterly (if funds are available) or to defer quarterly distributions and receive a distribution equal to an annual rate of 16.5% of their total capital contribution in the 37th month of the partnership.
23. Merchant solicits prospective investors through a network of independent sales agents it calls `recruiters.' Recruiters are paid commissions of between 7% and 10% of the capital contributions of applicants they bring into Merchant RLLPs. Recruiters who sell more than $1 million of Merchant partnership interests receive a percentage of Merchant's profits from any partnership to which they bring an investor.
Merchant's Debt Collection Business
24. Merchant and its RLLPs purchase debt from relief defendant New Vision, which has contracted to make monthly purchases of consumer debt from large credit card issuers. To make these purchases, New Vision pools funds from Merchant RLLPs with funds from partnerships it controls, and with funds raised by entities controlled by two other New Vision customers. New Vision claims to be among the top ten largest purchasers of consumer debt, purchasing as much as $90 million face value of debt each month from large credit card issuers.
25. In their contract, Merchant delegates to New Vision the responsibility to "locate, analyze, negotiate and purchase, subject to Merchant's approval, those Receivables that New Vision believes will provide the best return on the Portfolio."
26. The contract also delegates to New Vision the responsibility to "facilitate the collection of Receivables on behalf of Merchant."
27. In the contract, Merchant also delegates to New Vision the responsibility to, "from time to time, recommend, facilitate, and sell certain of the Receivables that, subject to Merchant's approval, New Vision determines will provide a greater return to the Portfolio if and when sold."
28. The contract between Merchant and New Vision acknowledges that New Vision assists in the management of other RLLPs for whom it performs the same services as it provides to Merchant. Merchant waives any claim it may have for breach of the contract based on any conflict of interest.
29. Wyer and Beasley negotiated the contract with New Vision and are aware of its terms. Merchant and its principals know that as many as 30 or more entities participate in particular debt pools that New Vision purchases, with some Merchant RLLPs holding interests in particular debt pools as small as 0.12% of the total debt pool.
30. The entities participating in the purchase of specific debt pools through contracts with New Vision, including the Merchant RLLPs, hold an undivided interest in the debt pools they purchase equal to the ratio of the purchase price they paid to the total price New Vision paid for the debt pool. They do not own specific debtor accounts within the particular debt pool.
31. It is practically impossible to separate the interests of multiple New Vision customers in each debt pool due to the small sizes of some interests, due to the risk that separated interests, particularly very small ones, may vary dramatically in value from the collection characteristics of the debt pool as a whole and due to the practical difficulties, including the lack of a market, and the economic infeasibility of selling small portions of larger debt pools.
32. New Vision controls each debt pool and cannot practically breakout small portions belonging to a specific Merchant RLLP without selling the entire debt pool in which the specific Merchant RLLP has an interest.
33. New Vision charges its customers, including the Merchant RLLPs, 6% on initial purchases of debt and 5% on subsequent monthly purchases. It charges a fee of 14% on debt sales and charges its customers like Merchant a collection fee of between 39% and 50% on all collections. New Vision is also entitled to a portion of Merchant's profits at the end of each partnership.
Merchant Partnership Agreement
34. Prospective investors in the Merchant RLLPs are given a sales brochure and an application for partnership that contains a summary of the partnership and its business, the partnership agreement and the forms necessary to join. The forms are prepared and distributed by Wyer and Beasley. They include a signature page containing the election for a quarterly or deferred distribution and a ballot for the election of the managing general partner.
35. The ballot for the election of the managing general partner is printed on Merchant letterhead with a blank for the applicant to fill in the name of his choice for managing general partner. At the time of the election, the investor does not know the identity of other investors in his partnership or the percentage of the partnership that is owned by the investor. Merchant is the only candidate for managing general partner that is identified.
36. The partnership agreement describes the duties of the partners and the managing general partner and lists the fees that the managing general partner will charge for its services. It also establishes the length of the partnership at thirty-six months and requires the partnership to begin liquidating all of its debt holdings at thirty-two months. The agreement gives the partners the right to remove the managing general partner by a two-thirds vote if it materially fails to perform its duties to the partnership, to conduct the partnership's business and to dissolve the partnership.
37. The summary of the partnership agreement describes the managing general partner as responsible for using its best efforts in conducting the day-to-day operations and administration of the partnership.
38. The summary identifies a variety of risk factors and provides that there can be "[n]o assurance that Merchant Capital LLC will continue to be successful in the purchase and sale of distressed debt." In fact, Merchant has never been engaged in the business of purchasing and selling consumer debt. Its only revenues come from fees for organizing and managing the RLLPs it forms.
39. The sales materials that Merchant provides to prospective investors do not contain sufficient information for the investor to predict whether or not the RLLP investment will be profitable.
40. The monthly summaries Merchant sends to the members of each RLLP provide the partners in each partnership with actual amounts of debt purchases, collections and fees. However, the summaries do not identify the amounts paid for particular debt pool purchases and other information necessary to determine the ongoing profitability of the partnership.
41. Merchant RLLPs purchase participations in freshly charged-off debt pools each month from funds available from their monthly collections. Because the collections alone, after fees, are not expected to equal the cost of the debt pool, the profitability of the purchase of any particular pool of debt usually cannot be determined until that debt pool is resold in the secondary market.
42. Merchant purports to operate its RLLPs by sending the partners in each RLLP a ballot to approve the debt pools their partnership may purchase at least monthly. Merchant does not disclose to its investors that the RLLP purchases only fractional portions of larger debt pools.
43. The ballot identifies the source, face value and purchase price of the debt to be purchased. The partners sign the ballot to `approve' the purchase of all the debt pools identified on it unless the voting partner clearly indicates otherwise. Ballots do not contain any box for a partner to indicate a `no' vote.
44. Ballots are due within ten days of the date they were mailed. All late ballots and the votes of any partners not voting are counted in favor of the purchase.
45. The ballots usually include descriptions of several debt pools. The same ballots are sent to the partners in each Merchant RLLP that has funds available to purchase debt that month. The ballots do not ask for partner approval of the amount the partnership will purchase in any of the identified debt pools or indicate the amount of funds the particular partnership has available for investment that month.
46. The materials Merchant provides to its partners and prospective investors, prepared and distributed by Wyer and Beasley, make it appear that the individual partners pool their funds into one partnership and use their total capital contribution to purchase, collect and resell pools of debt.
47. Contrary to what Merchant tells the partners, Wyer and Beasley are aware that the individual Merchant partnerships purchase fractional interests in large debt pools from New Vision at prices that they could not obtain with the small amounts they have available for their monthly purchases.
48. In fact, Wyer and Beasley are aware that New Vision sells to each of its customers, including the individual Merchant RLLPs, undivided participations in the debt pools it purchases in proportion to the payment each makes to the total purchase price of the pool. New Vision cannot practically sell the smaller undivided participations held by a particular entity in a debt pool without selling the whole debt pool and dividing the proceeds pro rata among the various participants in that pool.
49. Merchant, in its sales materials and thereafter, fails to disclose to investors that an individual partnership's funds will be pooled with the funds from other Merchant RLLPs and with funds from partnerships controlled by other entities.
50. In fact, New Vision uses the pooled funds from all of the Merchant RLLPs and from other entities to make monthly purchases of debt pools pursuant to forward flow contracts with credit card issuers requiring New Vision to purchase debt with a face value of up to $15 million per month. In August 2002, New Vision, pursuant to its contracts with credit card issuers, purchased credit card debt with a face value of more than $80 million.
51. The sales materials provided to investors by Merchant also claim that Merchant, subject to the partners' supervision, directs the purchase, collection and subsequent sale of the debt, and that Merchant, after attempting collection of each debt pool for 12 to 18 months, or at the time the partnership terminates, resells the debt into the marketplace for secondary debt.
52. The agreement further provides that the managing general partner "will carefully select, monitor and review collections performance' of the debt collections agencies used by the partnership."
53. In fact, as noted above, Merchant contracts with New Vision to purchase debt and delegates to New Vision all collection and resale activities, including the selection of collection agents. Pursuant to its contract with New Vision, Merchant's only discretion is whether to buy into a particular debt pool that New Vision has available and to decide how much of that debt pool to purchase. New Vision controls which debt pools are available to Merchant.
54. New Vision, not Merchant, has control over the disposition of investor funds and the conduct of each RLLP's business.
55. Merchant omits to accurately disclose to investors in its sales materials or otherwise the role that New Vision plays in the conduct of each partnership's business. Wyer and Beasley are aware of New Vision's role.
56. The failure to disclose the pooling of funds from an individual RLLP with other Merchant RLLPs that the partners in the individual RLLP cannot control and with other entities over which neither Merchant nor any Merchant partner can exercise control, materially misrepresents the degree of control that individual partners will have over the RLLPs.
57. The failure to disclose the full extent of pooling also misrepresents the economic feasibility of the business Merchant describes for prospective investors. No individual partnership has sufficient funds to conduct by itself the business Merchant describes. The monthly collection revenues of an individual partnership are not large enough to purchase freshly charged-off consumer debt at the prices Merchant discloses on its debt approval ballots. Freshly charged off pools of consumer debt are unavailable for the amounts that individual Merchant RLLPs have to purchase new debt on a monthly basis.
58. The partnership agreement provides that Merchant, as managing general partner, receives 4% from ongoing collections, 4% on monthly repurchases of debt and, at the end of the partnership, after repayment of all capital contributions and the payment of quarterly distributions, a bonus equal to 50% of the profits of the partnership.
59. The use of capitalization section of the partnership application provides that Merchant, as organizing general partner, is paid a 15% organizational fee. The use of capitalization section also provides that the partnership will pay a fee of no more than 6% on its initial purchase of debt, and a fee of no more than 5% on subsequent purchases. The use of capitalization section of the partnership application does not disclose whether that 5% debt repurchase fee will be paid to Merchant or to some other entity. In fact, that fee is paid to New Vision.
60. These materials misrepresent the fees that will be charged to the partnership. A reasonable investor reading the partnership application would conclude that the five percent maximum on fees on repurchases of debt described in the sales materials includes within it Merchant's four percent fee on repurchases described in the partnership agreement. In fact, the combined fees on repurchases of debt are nine percent, not the five percent maximum disclosed in the sales materials. The additional fees could total approximately $100,000 over the 3 year life of a $1 million RLLP. Wyer and Beasley have always been aware of the true fee amounts, and knowingly misrepresented the fees to be charged.
61. Merchant, through sales materials prepared and distributed by Wyer and Beasley, falsely claims to investors in its RLLPs that after collection efforts it resells for them the portions of debt files belonging to their RLLP. In fact, New Vision controls all resales of debt files and cannot practically resell a small fractional interest in a debt file without selling the whole file. Wyer and Beasley knowingly misrepresented New Vision's role.
62. By the conduct described above, Merchant engaged in business as a broker-dealer, and induced and attempted to induce the purchase and sale of securities. Merchant was not registered with the Commission as a broker or dealer, was not associated with a registered broker or dealer and its business was not exclusively intrastate.
63. Wyer and Beasley designed, controlled and directed Merchant's business and sales activities. Neither Wyer nor Beasley were registered with the Commission as a broker or dealer or were associated with any registered broker or dealer.
COUNT I - UNREGISTERED OFFERING OF SECURITIES
Violations of Sections 5(a) and 5(c) of the Securities Act
64. Paragraphs 1 through 63 are restated and incorporated herein by reference.
65. No registration statement has been filed or is in effect with the Commission pursuant to the Securities Act and no exemption from registration exists with respect to the transactions described herein.
66. From October 2001 through the present, defendants Merchant, Wyer and Beasley singly and in concert, have:
(a) made use of the means or instruments of transportation or communication in interstate commerce or of the mails to sell securities, through the use or medium of a prospectus or otherwise;
(b) carried securities or caused such securities to be carried through the mails or in interstate commerce, by any means or instruments of transportation, for the purpose of sale or for delivery after sale; and
(c) made use of the means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy securities, through the use or medium of any prospectus or otherwise, without a registration statement having been filed with the Commission as to such securities.
By reason of the foregoing, defendants Merchant, Wyer and Beasley, directly and indirectly, singly and in concert, have violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].
COUNT II - FRAUD
Violations of Section 17(a)(1) of the Securities Act
67. Paragraphs 1 through 63 are hereby realleged and are incorporated herein by reference.
68. From October 2001 through the present, defendants Merchant, Wyer and Beasley, in the offer and sale of the securities described herein, by the use of means and instruments of transportation and communication in interstate commerce and by use of the mails, directly and indirectly, employed devices, schemes and artifices to defraud purchasers of such securities, all as more particularly described above.
69. In engaging in such conduct, the Defendants acted with scienter, that is, with an intent to deceive, manipulate or defraud or with a severe reckless disregard for the truth.
70. By reason of the foregoing, the defendants Merchant, Wyer and Beasley, directly and indirectly, have violated and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].
Violations of Sections 17(a)(2) and 17(a)(3)of the Securities Act
71. Paragraphs 1 through 63 are hereby realleged and are incorporated herein by reference.
72. From October 2001 through the present, defendants Merchant, Wyer and Beasley, in the offer and sale of the securities described herein, by use of means and instruments of transportation and communication in interstate commerce and by use of the mails, directly and indirectly:
a) obtained money and property by means of untrue statements of material fact and omissions to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and
b) engaged in transactions, practices and courses of business which would and did operate as a fraud and deceit upon the purchasers of such securities, all as more particularly described above.
73. By reason of the foregoing, defendants Merchant, Wyer and Beasley, directly and indirectly, have violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. 77q(a)(2) and 77q(a)(3)].
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
74. Paragraphs 1 through 63 are hereby realleged and are incorporated herein by reference.
75. From October 2001 through the present, defendants Merchant, Wyer and Beasley, in connection with the purchase and sale of securities described herein, by the use of the means and instrumentalities of interstate commerce and by use of the mails, directly and indirectly:
a) employed devices, schemes, and artifices to defraud;
b) made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and
c) engaged in acts, practices, and courses of business which would and did operate as a fraud and deceit upon the purchasers of such securities, all as more particularly described above.
76. The defendants knowingly, intentionally, and/or recklessly engaged in the aforementioned devices, schemes and artifices to defraud, made untrue statements of material facts and omitted to state material facts, and engaged in fraudulent acts, practices and courses of business. In engaging in such conduct, the defendants acted with scienter, that is, with intent to deceive, manipulate or defraud or with a severe reckless disregard for the truth.
77. By reason of the foregoing, the defendants Merchant, Wyer and Beasley, directly and indirectly, have violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].
COUNT V - EFFECTING SECURITIES TRANSACTIONS FOR
Violations of Section 15(a) of the Exchange Act
78. Paragraphs 1 through 63 are hereby restated and incorporated by reference.
79. From October 2001 through the present, defendant Merchant, aided and abetted by defendants Wyer and Beasley, has been using the mails and the means and instrumentalities of interstate commerce, to effect transactions in, or induce or attempt to induce the purchase or sale of securities, without registering with the Commission as a broker, as more particularly described above.
80. By reason of the transactions, acts, omissions, practices and courses of business set forth above, defendant Merchant, aided and abetted by defendants Wyer and Beasley, has violated Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].
PRAYER FOR RELIEF
WHEREFORE, Plaintiff Commission respectfully prays for:
Findings of Fact and Conclusions of Law pursuant to Rule 52 of the Federal Rules of Civil Procedure, finding that the Defendants named herein committed the violations alleged herein and that the relief defendant holds and controls the assets of the Merchant RLLPs.
A temporary restraining order, preliminary and permanent injunctions enjoining the defendants Merchant, Wyer and Beasley, their officers, agents, servants, employees, and attorneys, and those persons in active concert or participation with him who receive actual notice of the order of injunction, by personal service or otherwise, and each of them, whether as principals or as aiders and abettors, from violating, directly or indirectly, from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, 15 U.S.C. 77e(a), 77e(c) and 77q(a), Sections 10(b) and 15(a) of the Exchange Act, 15 U.S.C. 78j(b) and 78o(a), and Rule 10b-5 [17 C.F.R. 240.10b-5] promulgated thereunder.
An order requiring accountings by the Defendants and ordering them to disgorge all ill-gotten gains or unjust enrichment, with prejudgment interest thereon, to effect the remedial purposes of the federal securities laws, and an order freezing the assets of the defendants and preserving documents, in order to preserve the status quo.
An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] imposing civil penalties against defendants Merchant, Wyer and Beasley.
An Order pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. 78u(d)(5)] directing relief defendant New Vision to account for the assets of the Merchant RLLPs that it controls, including a listing of all property its holds on behalf of any Merchant RLLP, all funds received and the use and disposition of all funds.
Such other and further relief as this Court may deem just, equitable, and appropriate in connection with the enforcement of the federal securities laws and for the protection of investors.
Dated: November 20, 2002