TITLE 17 - COMMODITY AND SECURITIES EXCHANGES

CHAPTER II - SECURITIES AND EXCHANGE COMMISSION

PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934

240.14a - 104 - Notice of Exempt Preliminary Roll - up Communication. Information regarding ownership interests and any potential conflicts of interest to be included in statements submitted by or on behalf of a person pursuant to 240.14a2(b)(4) and 240.14a6(n).

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Preliminary Roll-Up Communication 1. Name of registrant appearing on Securities Act of 1933 registration statement for the roll-up transaction (or, if registration statement has not been filed, name of entity into which partnerships are to be rolled up): ____________________ 2. Name of partnership that is the subject of the proposed roll-up transaction: ____________________ 3. Name of person relying on exemption: ____________________ 4. Address of person relying on exemption: ____________________ 5. Ownership interest of security holder in partnership that is the subject of the proposed roll-up transaction: ____________________ ____________________ Note: To the extent that the holder owns securities in any other entities involved in this roll-up transaction, disclosure of these interests also should be made.

6. Describe any and all relations of the holder to the parties to the transaction or to the transaction itself: a. The holder is engaged in the business of buying and selling limited partnership interests in the secondary market would be adversely affected if the roll-up transaction were completed. ____________________ ____________________ ____________________ b. The holder would suffer direct (or indirect) material financial injury if the roll-up transaction were completed since it is a service provider to an affected limited partnership. ____________________ ____________________ ____________________ c. The holder is engaged in another transaction that may be competitive with the pending roll-up transaction. ____________________ ____________________ ____________________ d. Any other relations to the parties involved in the transaction or to the transaction itself, or any benefits enjoyed by the holder not shared on a pro rata basis by all other holders of the same class of securities of the partnership that is the subject of the proposed roll-up transaction. ____________________ ____________________ ____________________ [59 FR 63685, Dec. 8, 1994]