Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 907 -- Background of the Roll-up Transaction

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1. 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:
      
      
      1. A merger, consolidation, or combination of any of the partnerships;
         
         
      2. An acquisition of any of the partnerships or a material amount of any of their assets;
         
         
      3. A tender offer for or other acquisition of securities of any class issued by any of the partnerships; or
         
         
      4. A change in control of any of the partnerships.
         
         
   2. The summary required by paragraph (a)(1) of this Item shall:
      
      
      1. Cover the period beginning with each partnership's second full fiscal year preceding the date of the filing of the roll-up transaction;
         
         
      2. 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
         
         
      3. Identify the person who initiated such contacts, negotiations or transactions.
         
         
2. 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.
      
      
3. 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.

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