17 CFR 229.907 - (Item 907) Background of the roll-up transaction.

§ 229.907 (Item 907) Background of the roll-up transaction.


(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.

This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.

This list is taken from the Parallel Table of Authorities and Rules provided by GPO [Government Printing Office].

It is not guaranteed to be accurate or up-to-date, though we do refresh the database weekly. More limitations on accuracy are described at the GPO site.

United States Code
U.S. Code: Title 15 - COMMERCE AND TRADE

§ 77e - Prohibitions relating to interstate commerce and the mails

§ 77f - Registration of securities

§ 77g - Information required in registration statement

§ 77h - Taking effect of registration statements and amendments thereto

§ 77j - Information required in prospectus

§ 77k - Civil liabilities on account of false registration statement

§ 77s - Special powers of Commission

15 U.S. Code § 77z–2 - Application of safe harbor for forward-looking statements

§ 77z-3 - General exemptive authority

§ 77aa - Schedule of information required in registration statement

§ 77ddd - Exempted securities and transactions

§ 77eee - Securities required to be registered under Securities Act

§ 77ggg - Qualification of indentures covering securities not required to be registered

§ 77hhh - Integration of procedure with Securities Act and other Acts

§ 77iii - Effective time of qualification

§ 77jjj - Eligibility and disqualification of trustee

§ 77nnn - Reports by obligor; evidence of compliance with indenture provisions

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78i - Manipulation of security prices

§ 78j - Manipulative and deceptive devices

15 U.S. Code § 78j–3 - Compensation committees

§ 78l - Registration requirements for securities

§ 78m - Periodical and other reports

§ 78n - Proxies

§ 78n-1 - Shareholder approval of executive compensation

§ 78o - Registration and regulation of brokers and dealers

15 U.S. Code § 78u–5 - Application of safe harbor for forward-looking statements

§ 78w - Rules, regulations, and orders; annual reports

§ 78ll - Requirements for the EDGAR system

§ 78mm - General exemptive authority

15 U.S. Code § 80a–8 - Registration of investment companies

15 U.S. Code § 80a–9 - Ineligibility of certain affiliated persons and underwriters

15 U.S. Code § 80a–20 - Proxies; voting trusts; circular ownership

§ 80a-29 - Reports and financial statements of investment companies and affiliated persons

15 U.S. Code § 80a–30 - Accounts and records

15 U.S. Code § 80a–31 - Accountants and auditors

15 U.S. Code § 80a–37 - Rules, regulations, and orders

15 U.S. Code § 80a–38 - Procedure for issuance of rules and regulations

15 U.S. Code § 80a–39 - Procedure for issuance of orders

§ 80b-11 - Rules, regulations, and orders of Commission

§ 7201 - Definitions

§ 7202 - Commission rules and enforcement


Title 17 published on 05-Jun-2018 04:15

The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR Part 229 after this date.

  • 2018-06-11; vol. 83 # 112 - Monday, June 11, 2018
    1. 83 FR 26891 - Request for Comment on Fund Retail Investor Experience and Disclosure
      GPO FDSys XML | Text
      Request for comment.
      Comments should be received on or before October 31, 2018.
      17 CFR Parts 210, 229, 230, 232, 240, 270, and 274