[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.907]

[Page 434]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
                  Subpart 229.900--Roll-Up Transactions
 
Sec. 229.907  (Item 907) Background of the roll-up transaction.

    (a)(1) Furnish a summary of the background of the transaction. Such 
summary shall include, but not be limited to, a description of any 
contacts, negotiations or transactions concerning any of the following 
matters:
    (i) A merger, consolidation, or combination of any of the 
partnerships;
    (ii) An acquisition of any of the partnerships or a material amount 
of any of their assets;
    (iii) A tender offer for or other acquisition of securities of any 
class issued by any of the partnerships; or
    (iv) A change in control of any of the partnerships.
    (2) The summary required by paragraph (a)(1) of this Item shall:
    (i) Cover the period beginning with each partnership's second full 
fiscal year preceding the date of the filing of the roll-up transaction;
    (ii) Include contacts, negotiations or transactions between the 
general partner or its affiliates and any person who would have a direct 
interest in the matters listed in paragraphs (a)(1)(i)-(iv) of this 
Item; and
    (iii) Identify the person who initiated such contacts, negotiations 
or transactions.
    (b) Briefly describe the background of each partnership, including, 
but not limited to:
    (1) The amount of capital raised from investors, the extent to which 
net proceeds from the original offering of interests have been invested, 
the extent to which funds have been invested as planned and the amount 
not yet invested; and
    (2) The partnership's investment objectives and the extent to which 
the partnership has achieved its investment objectives.
    (c) Discuss whether the general partner (including any affiliated 
person materially dependent on the general partner's compensation 
arrangement with the partnership) or any partnership has experienced 
since the commencement of the most recently completed fiscal year or is 
likely to experience any material adverse financial developments. If so, 
describe such developments and the effect of the transaction on such 
matters.