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

Item 906 -- Allocation of Roll-up Consideration

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1. Describe in reasonable detail the method used to allocate interests in the successor to investors in the partnerships and the reasons why such method was used.
   
   
2. Provide a table showing the calculation of the valuation of each partnership and the allocation of interests in the successor to investors. Such table shall include for each partnership the following information (or other information of a comparable character necessary to an understanding of the calculation and allocation):
   
   
   1. The value assigned to each significant category of assets of the partnership and the total value assigned to the partnership;
      
      
   2. The total value assigned to all partnerships;
      
      
   3. The aggregate amount of interests in the successor to be allocated to each partnership and the percentage of the total amount of all such interests represented thereby; and
      
      
   4. The amount of interests of the successor to be issued to investors per interest held in each partnership (on an equivalent interest basis, such as per $1,000 invested).
      
      
3. If interests in the successor will be allocated to the general partner in exchange for its general partner interest or otherwise or if the general partner will receive other consideration in connection with the roll-up transaction:
   
   
   1. Describe in reasonable detail the method used to allocate interests in the successor to the general partner or to determine the amount of consideration payable to the general partner and the reasons such method(s) was used; and
      
      
   2. Identify the consideration paid by the general partner for interests in the partnerships that will be exchanged in the roll-up transaction.

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