CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES
Conflicts of Interest
Riverwalk Logistics, L.P., the general partner of NuStar Energy, has a legal duty to manage NuStar Energy in a manner beneficial to NuStar Energys unitholders. This legal duty originates in statutes and judicial decisions and is commonly referred to as a fiduciary duty.
NuStar Energys partnership agreement contains provisions that allow its general partner to take into account the interests of parties in addition to NuStar Energy in resolving conflicts of interest. In effect, these provisions limit NuStar Energys general partners fiduciary duties to the unitholders. The partnership agreement also restricts the remedies available to unitholders for actions taken that might, without those limitations, constitute breaches of fiduciary duty. Whenever a conflict arises between NuStar Energys general partner or its affiliates, on the one hand, and NuStar Energy or any other partner, on the other hand, NuStar Energys general partner will resolve that conflict.
Resolution of Conflicts of Interest
NuStar Energys general partner will not be in breach of its obligations under the partnership agreement or its duties to NuStar Energy or the unitholders if the resolution of the conflict is considered to be fair and reasonable to NuStar Energy. Any resolution is considered to be fair and reasonable to NuStar Energy if that resolution is:
| ||•||approved by a conflicts committee consisting of three or more independent directors of NuStar GP, LLC, although no party is obligated to seek approval and NuStar Energy’s general partner may adopt a resolution or course of action that has not received approval;|
| ||•||on terms no less favorable to NuStar Energy than those generally being provided to or available from unrelated third parties; or|
| ||•||fair to NuStar Energy, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to NuStar Energy.|
In resolving a conflict, NuStar Energys general partner may, unless the resolution is specifically provided for in the partnership agreement, consider:
| ||•||the relative interests of the parties involved in the conflict or affected by the action;|
| ||•||any customary or accepted industry practices or historical dealings with a particular person or entity; and|
| ||•||generally accepted accounting principles and other factors it considers relevant, if applicable.|
Conflicts of interest could arise in the situations described below, among others.
Actions taken by NuStar Energys general partner may affect the amount of cash available for distribution to unitholders.
The amount of cash that is available for distribution to unitholders is affected by decisions of NuStar Energys general partner regarding:
| ||•||amount and timing of asset purchases and sales;|
| ||•||issuance of additional units; and|
| ||•||the creation, decrease or increase of reserves in any quarter.|
In addition, borrowings by NuStar Energy do not constitute a breach of any duty owed by NuStar Energys general partner to the unitholders.
The partnership agreement provides that NuStar Energy may borrow funds from its general partner and its affiliates, and vice versa.
Limited partner interests are subject to NuStar Energys general partners limited call right.
NuStar Energys general partner may exercise its right to call and purchase limited partner interests of any class as provided in NuStar Energys partnership agreement or assign this right to one of its affiliates or to us. NuStar