[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR229.909]

[Page 448-449]
 
              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. 229.909  (Item 909) Conflicts of interest.

    (a) Briefly describe the general partner's fiduciary duties to each 
partnership subject to the roll-up transaction and each actual or 
potential material conflict of interest between the general partner and 
the investors relating to the roll-up transaction.
    (b)(1) State whether or not the general partner has retained an 
unaffiliated representative to act on behalf of investors for purposes 
of negotiating the terms of the roll-up transaction. If no such 
representative has been retained, describe the reasons therefor and the 
risks arising from the absence of separate representation.
    (2) If an unaffiliated representative has been retained to represent 
investors:
    (i) Identify such unaffiliated representative;
    (ii) Briefly describe the representative's qualifications, including 
a brief description of any other transaction similar to the roll-up 
transaction in which the representative has served in a similar capacity 
within the past five years;
    (iii) Describe the method of selection of such representative, 
including a statement as to whether or not any investors were consulted 
in the selection of the representative and, if so, the names of such 
investors;
    (iv) Describe the scope and terms of the engagement of the 
representative, including, but not limited to, what party will be 
responsible for paying the representative's fees and whether such fees 
are contingent upon the outcome of the roll-up transaction;
    (v) Describe any material relationship between the representative or 
its affiliates and:
    (A) The general partner, sponsor, any affiliate of the general 
partner or sponsor; or
    (B) Any other person having a material interest in the roll-up 
transaction,

which existed during the past two years or is mutually understood to be 
contemplated and any compensation received or to be received as a result 
of such relationship;
    (vi) Describe in reasonable detail the actions taken by the 
representative on behalf of investors; and

[[Page 449]]

    (vii) Describe the fiduciary duties or other legal obligations of 
the representative to investors in each of the partnerships.