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

Item 909 -- Conflicts of Interest

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1. 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.
   
   
2. 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:
      
      
      1. Identify such unaffiliated representative;
         
         
      2. 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;
         
         
      3. 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;
         
         
      4. 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;
         
         
      5. Describe any material relationship between the representative or its affiliates and:
         
         
         1. The general partner, sponsor, any affiliate of the general partner or sponsor; or
            
            
         2. 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;
         
         

      6. Describe in reasonable detail the actions taken by the representative on behalf of investors; and
         
         
      7. Describe the fiduciary duties or other legal obligations of the representative to investors in each of the partnerships.

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