Glossary

Books and Records Action - Under Delaware law, stockholders have the right, provided they have a proper purpose, to inspect books and records of the corporation in which they hold shares. A similar opportunity is available to unitholders and limited partners in a limited partnership and holders of interests in alternative entities such as limited liability corporations.

Class Action - A suit brought by one or more individuals on behalf of themselves and all other persons similarly situated. In partnership cases, the action typically is brought on behalf of all limited partners who purchased partnership units during a given period ("Class Period") or who currently own partnership units.

Class Notice - After a Class Action is filed, the plaintiff seeks to have the court sign an Order allowing the case to proceed as a class action ("Class Certification"). Sometimes the plaintiff and defendant will agree to Class Certification; more likely, the parties will litigate before the court over a contested Class Motion. In either case, if the Class is certified, the court will order a Class Notice to be sent to all members of the Class, which is intended to inform class Members about the lawsuit, their rights and interests in connection with the lawsuit and any action they need to take to protect their interests.

Class Period - Time period which defines the group of persons eligible to participate as Class Members on whose behalf a Class Action is brought.

Complaint - Initial document that is filed with the court to start a lawsuit. The complaint sets forth the basis for the plaintiffs claim.

Defendant - Party against whom relief or recovery is sought in a lawsuit.

Derivative Action - A derivative action is a lawsuit brought by a shareholder on behalf of the corporation. In a derivative action, the individual plaintiff seeks to enforce the rights of the corporation as an entity (not the shareholder’s personal rights) against defendants. A unitholder or limited partner in a limited partnership may also bring a derivative action on the partnership’s behalf. A derivative Plaintiff must own stock prior to the wrongs complained of and must continue to hold stock of the corporation through the litigation. Recoveries obtained through derivative litigation are payable to the corporation directly.

Discovery - After a lawsuit is filed, the parties are entitled to gather information from each other. That process is called discovery, and it can take the form of seeking information, documents, or other things which are relevant to the claims or defenses in the suit.

Disclosure - Requirement that certain financial and other relevant information be revealed to prospective investors contemplating the purchase of a security or other similar investment to enable them to make an informed decision concerning whether or not to make the purchase. Subsequent to the investment purchase, there is a requirement of ongoing disclosure concerning these matters.

Fair Market Value - Amount at which property would be transferred between a willing buyer and a willing seller, neither of whom are under compulsion to purchase or sell and both of whom have reasonable knowledge of facts relevant to the property.

Fairness Opinion - Opinion by an investment bank or valuation firm that a tender offer or restructing transaction is "fair from a financial point of view". Fairness opinions should be read with some skepticism because the issuer is not entirely unbiased and may be the entity which structured the transaction and certain assumptions may have been provided.

Fiduciary Duty - Duties of care and loyalty created when a person undertakes to act for the benefit of another as to whom he has a relationship implying confidence and trust and creating the expectation that he will act with a high degree of good faith. A general partner has a fiduciary duty to limited partners.

General Partner - In a limited partnership the partner responsible for conducting day-to-day business affairs and controlling management of the partnership.

Illiquid or Illiquidity - The absence of buyers for an investment or asset. The absence of buyers can be due to restrictions on the transfer of the investment or asset, a lack of or limited interest in the investment or asset, and/or a difference of opinion between the buyer and seller as to the value of the investment or asset. Nearly all partnerships were sold as illiquid investments, with the intention that the partnership units would not be sold and the investor would retain ownership of the units until the partnership liquidated. Most partnerships have restrictions on the number of units which can be transferred in a calendar year, generally not more than 4.9% of the units outstanding. This restriction is imposed because if more than 5% of the units are transferred in a calendar year, the Internal Revenue Service might consider the partnership to be a corporation for tax purposes, a negative result for the partners. Partnerships are "flow-through" entities for tax purposes, the partners pay all taxes and the partnership pays no tax. Corporations are taxed on the profits and gains; dividends paid to shareholders are taxed as income to the shareholders.

Limited Partner - In a limited partnership the partner who does not control or manage partnership business but invests capital or other property in exchange for economic benefits, such as the right to participate in the profits of the venture.

Limited Partnership - Partnership having one or more general partners and one or more limited partners.

Liquidation - The sale of all assets of an organization, the payment of all debt obligations and the distribution of any cash remaining after the payment of debts to the owners of the organization. Certain investments such as limited partnerships invested in assets which in themselves are highly illiquid, such as real estate, which significantly influences the timing of a liquidation and the proceeds received.

Liquidity - The ability to sell an investment when the owner desires at a price acceptable to the seller. Some investments, like partnerships, have restrictions on sales. The number of buyers and the price which buyers are willing to pay for the units influence.

Management Fees - The fees collected by the general partner of a limited partnership to pay to itself and/or to entities it may engage to manage the business affairs of the limited partnership or to perform some service for the limited partnership.

Mini-Tender - Also referred to as an unregistered tender offer. An offer by a third party, or the general partner, to purchase up to 4.9% of the units of a partnership or shares of a company. The offer materials often consist of a one or two-page letter. Prices offered are typically below liquidation value, net asset value and secondary market prices which should be researched before accepting or rejecting a mini-tender.

Motion to Dismiss - Application to the court, by the party defending a lawsuit, seeking to have the complaint dismissed for failure to state a claim as a matter of law.

Net Asset Value - The book value of the assets reported by a partnership, less liabilities and general partner interest (net assets). Usually expressed on a per unit basis which is calculated by dividing the net assets by the number of limited partnership units outstanding.

Plaintiff - Party who initiates a lawsuit.

Proxy Statement - A document that describes the issues on which shareholders will vote. A proxy statement can be combined with a consent solicitation involving a tender offer or restructuring

REIT - Real Estate Investment Trust; a company which invests in and manages a portfolio of real estate with the majority of its income going to shareholders.

Repurchase or Tender Offer - An offer to purchase shares or units by the issuing company or partnership (Repurchase) or an offer by third parties and/or the general partner (Tender Offer). Offers can be to purchase all or a portion of the outstanding stock or units. In partnerships, offers for up to 4.9% of the outstanding units have been made by third parties. More than one of such offers by the same or different third parties have been made within the same year.

Rights Offering - The sale of new shares of common stock brought about by distributing stock purchasing rights to a firm's existing stockholders.

Roll-up - The combining of several partnerships where partnership units are exchanged for a security of the new entity.

Secondary Market - Partnership units do not trade on an exchange such as the New York Stock Exchange nor are the units listed on NASDAQ. Therefore, an established trading market has not developed for partnership units and no analyst coverage exists. Operating through about nine firms and certain brokerage firms, an informal auction system has developed through which partnership units can be bought and sold. Sales through this Secondary Market are still subject to the 5% annual limitation on transfers (see Illiquidity); in many partnerships actual transactions involve significantly less than 5% of outstanding units; for many partnerships no trading interest has developed. Prices on the Secondary Market before transaction costs are usually at a discount to the Net Asset Value per unit. Transaction costs range from 7 to 12% of the gross price paid by the buyer.

Settlement - In a Class Action, any proposed resolution or settlement must be approved by the court after notice to the Class Members.

Statute of Limitations - The law that defines the period of time during which suit may be initiated with regard to a particular claim or cause of action. Under certain circumstances, a defendants concealment of the true condition of an investment tolls (or stops) the running of the statute of limitations.

Tender Offer - Registered tender offers a seek to purchase 5% or more of the units or shares outstanding. Investors receive offering materials which incllude a 14-A Consent Solicitation and Proxy.

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