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GOLD BENNETT CERA & SIDENER LLPSOLOMON B. CERA (State Bar No . 99467)GWENDOLYN R. GIBLIN (State Bar Na . 181973 )595 Market Street, Suite Z

-3O Q

San Francisco, California 94105-2835Telephone : (415) 777-2230Facsimile : (415) 777-5189

ABRAHAM FRUCHTER & TWERSKY LLPJEFFREY S . ABRAHAMOne Penn Plaza, Suite 2805New York, New York 10119Telephone: (212) 279- 5050Facsimile: (212) 279-3655

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNI A

ROBERT LEWIS and CITYPARTNERSHIPS CO . ,

Plaintiffs ,

vs .

TEXTAINER EQUIPMENT INCOME FUND11, L .P . ; TEXTAINER EQUIPMENTINCOME FUND III, L .P . ; TEXTAINEREQUIPMENT INCOME FUND IV, L.P . ;TEXTAINER EQUIPMENT INCOME FUNDV, L.P . ; TEXTAINER EQUIPMENTINCOME FUND VI, L .P.; TEXTAINEREQUIPMENT MANAGEMENT LIMITED ;TEXTAINER FINANCIAL SERVICESCORPORATION ; TEXTAINER CAPITALCORPORATION ; TEXTAINER GROUPHOLDINGS LIMITED ; JOHN A.MACCARONE; and RFH, LTD . ,

Defendants .

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gyp, :

Case N .

COMP. LAINT

CLASS ACT ION ~ .

JURY TRIAL DEMANDED

Plaintiffs allege as follows:

INTRODUCTION

1 . This is a class action arising out of the proposed sale of all the assets (the "Asse t

dale") of a series of limited partnerships (the "Partnerships") to a newly formed entity known a s

COMPLAINT

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RFH, Ltd . ("RFH") . The principals of RFH have a series of pre-existing business relationships

with the general partner of the Partnerships (the "General Partner") . Moreover, once the Asset

Sale is completed, the General Partner will continue to maintain a significant financial interest in

the sold assets .

2. Approval of the limited partners (the "Limited Partners"), who own 99% of the

economic interest in the Partnerships, is required before the Asset Sale can be consummated . To

that end, the General Partner has disseminated proxy statements (the "Proxy Statements") to thec

Limited Partners soliciting their approval for the Asset Sale .

3 . However, the Proxy Statements are materially false or misleading because they,fail

to disclose that since the time the Partnerships first entered into the Asset Sale agreement with

RFH, the price of the shipping containers, which are the only assets of the Partnerships, have

increased by more then 2 5%.

4. In addition, the process through which the General Partner engaged in the Asset

Sale was fundamentally flawed, as a condition to the bidding was acceptance by the bidder of a

contract through which the General Partner would continue to receive fees from the management

and leasing of the container assets owned by the Partnerships . This continued business

relationship with RFH and the ability of the General Partner to continue to profit from th e

increased prices of shipping containers after the sale of the Partnerships' assets to RFH has

served as a motive to the General Partner in failing to properly disclose the major shift i n

container valuations to the Limited Partners .

5. Defendants have breached their fiduciary duties ar aided and abetted a breach o f

~ fiduciary duties owed to the Limited Partners in seeking approval of the Asset Sale . In thist

Complaint, Plaintiffs seek to remedy that wrong .

JURISDICTION AND VENUE

6. This Court has jurisdiction over this action pursuant to Section 27 of the Securities

Exchange Act of 1934 (the "Exchange Act") 28 U .S.C. § 78aa, and principles of supplemental

jurisdiction, 28 U .S .C. X1367 .

7

GpMFL A ~NT

Venue is properly laid in this District because acts performed in furtherance of the

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transactions complained of in this action occurred in substantial part in this District ,

PARTIES

P lai

8 . (a) Plaintiff Robert Lewis owns the following interests in the Partnerships : (a)

75 units of Textainer Equipment Income Fund II, L .P . ; (b) 325 units of Textalner Equipment

income Fund III , L .P . ; (c) 315 units of Textainer Equipment Income Fund IV, L .P.; and (d) 65

units of Textainer Equipment Income Fund V, L .P .

(b) Plaintiff City Partnerships Co ., a New York partnership in which Plaintiff

Robert Lewis is a general partner, owns the following interest in the Partnerships : (a) 325 units of

Textainer Equipment Income Fund . IT, L .P . ; and (b) 1,000 units of Textainer Equipment Income

Fund III, L .P . .

The Textainer Partnership s

9. Defendants Textainer Equipment Income Fund II, L .P. ("Textainer II") : Textainer

Equipment Income Fund III, L .P. ("Textainer III"), Textainer Equipment Income Fund IV, L .P .

("Textainer IV"), Textainer Equipment Income Fund V, L .P. ("Textainer V"), and Textainer

Equipment Income Fund VI, L .P. ("Textainer VI") are each limited partnerships organized under

California law (and collectively referred to herein as the "Partnerships" or the "Textainer

Partnerships") . The Partnerships are involved in the leasing of shipping containers which they

own. The business affairs of the Partnerships are managed by the General Partner and the

I Partnerships have no employees .

The Textainer Defendants

10 . Defendant Textainer Equipment Management Limited ("TEM" or "Textainer

Management") is an associate general partner of the Partnerships and is responsible for the

management of the Partnerships' leasing operations . TEM is the largest standard dry freight

container leasing company and manages approximately 13% of the equipment held by all

container leasing companies. TEM maintains its principal place of business at 650 California

Street, 16" Floor, San Francisco, California 94108 .

1 1 . Defendant Textainer Financial Services corporation ("TFS" or "Textaine r

I COMPLAINT

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Financial") is the managing general partner of the Partnerships . Textainer Financial maintains its

principal place of business at 650 California Street, 1 6`h Floor, San Francisco, California 94108 .

12 . Defendant Textainer Capital Corporation ("TCC" or "Textainer Capital") owns

defendant TFS and maintains its principal place of business at 650 California Street, 1 Gtn Floor ,

San Francisco, California 94108 .

13 . Defendant John A . Maccarone ("Maccarone") is the President of Textaine r

I Financial .

14. Defendant Textainer Group Holdings Limited ("Textainer Holdings") is the

umbrella company for and owner of Textainer Equipment, Textainer Financial and Textainer

Capital and maintains its principal place of business at 65 0 California street, 16`h Floor, San

Francisco, California 94108 . Textainer Holdings, together with defendants Textainer Equipment,

Textainer Financial, Textainer Capital and Maccarone are collectively referred to herein as the

"Textainer Defendants" or the "General Partner . "

I RFH

15 . (a) Defendant RFH, Ltd . ("RFH") is a Bermuda company which claims to

maintain its offices at Cannon's Court, 22 Victoria Street, Hamilton, HM, Bermuda . RFH was

formed to buy the assets of the Textainer Partnerships and is owned by the following three

entities: (i) FB Aviation & Intermodal Finance Holdings, B .V ., an investment a 1 of Fortis Bank

(Nederland) N .V . ("Fortis Bank"), a Netherlands corporation whose principal office is in

Rotterdam, Netherlands ; (ii) Hakman Capital Corporation ("Hakman"), a California corporation

whose office is in Burlingame, California; and (iii) P&R Equipment and Finance Corporation

("P&R"), a swiss corporation located in Zug, Switzerland .

(b) The general partners of the Textainer Partnerships have had prior contacts

and business transactions with Fortis Bank, Hakman and P&R . An affiliate of Fortis Bank is the

owner of approximately 20% of one of the Textainer companies, Textainer Marine Containers

Limited, a Bermuda company, which is approximately 80% owned by Textainer Limited, one of

the general partners of the Textainer Partnerships. Hakman is the general partner of Intez-modal

partners, for which TEM, a general partner of the Textainer Partnerships, manages a fleet o f

COMPLAINT

containers . TEM also manages a fleet of containers owned by P&R, under a managemen t

agreement in which Hakman is the agent for P&R .

SUBSTANTIVE ALLEGATION S

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The partnerships and Their Business

16. The Partnerships were formed between 1987 and 1995 to purchase, own, operate,

lease and sell equipment used in the containerized cargo shipping industry . Each of the

Partnerships conducted a public offering of its limited partnership units . The total initial capital

raised was approximately $492,682,000 . The Textainer Partnerships are all finite-life business

entities, having been formed with a term of 20 to 21 years . The original business plan of each of

the Textainer Partnerships called for them to begin permanently reducing the size of their fleet of

containers during or after their ninth or tenth full year of operations following the end of thei r

public offering . Designated by the general partners as the "liquidation phase," this component of

the business plan was based primarily on the expected useful lives of the steel shippin g

containers that were originally purchased by each of the Textainer Partnerships .

1 7. Container leasing companies generally, and the Partnerships specifically, are

described by the General Partner as operating businesses comparable to a rental car business . A

customer can lease a car from a bank leasing department for a monthly charge which represents

the cost of the car, plus interest, amortized over the term of the lease ; or the customer can rent the

same car from a rental car company at a much higher daily lease rate. The customer is willing to

pay the higher daily rate for the convenience and value-added features provided by the rental car

company, the most important of which is the ability to pick up the car where it is mos t

convenient, use it for the desired period of time, and then drop it off at a location convenient to

the customer. Rental car companies compete with one another on the basis of lease rates,

availability of cars, and the provision of additional services . They generate revenues by

maintaining the highest lease rates and the highest utilization that market conditions will allow,

and by augmenting this income with proceeds from sales of insurance, drop-off fees, and other

special charges . A large percentage of lease revenues earned by car rental companies are

generated under corporate rate agreements wherein, for a stated period of time, employees of a

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participating corporation can rent cars at specific terms, conditions and rental rates .

18 . Container leasing companies and the Partnerships operate in a similar manner by

owning a worldwide fleet of transportation containers and leasing these containers t o

11 international shipping lines hauling various types of goods among numerous trade routes . All

lessees pay a daily rental rate and in certain markets may pay special handling fees and/or

drop-off charges. In addition to these fees and charges, a lessee must either provide physical

damage and liability insurance or purchase a damage waiver from the Partnerships, in which case

the Partnerships agree to pay the cost of repairing certain physical damage to the containers .

(This latter arrangement is called the "Damage Protection Plan .") The Partnerships, and not the

lessee, is responsible for maintaining the containers and repairing damage caused by norma l

deterioration of the containers . This maintenance and repair, as well as any repairs required

under the Damage Protection Plan, are performed in depots in major port areas by independent

agents retained for the Partnerships by the General Partner . These same agents handle and

cinspect containers that are picked up or redelivered by lessees, and these agents store containers

not immediately subject to re-lease .

19. The majority of the Partnerships' equipment is leased under master operatin g

leases, which are comparable to the corporate rate agreements used by rental car companies . The

master leases provide that the lessee, for a specified period of time, may rent containers at

specific terms, conditions and rental rates . Although the terms of the master lease governing

each container under lease do not vary, the number of containers in use can vary from time to

time within the term of the master lease . The terms and conditions of the master lease provide

that the lessee pays a daily rental rate for the entire time the container is in the lessee's passessiorq

(whether or not it is used), is responsible for certain types of damage, and must insure the

container against liabilities .

20. Equipment not subject to master leases may instead be leased under land-term

lease agreements. Unlike master lease agreements, long-term lease agreements provide for

containers to be leased for periods of between three to five years . Such leases are generally

cancelable with a penalty at the end of each twelve-month period . Another type of lease, a direc t

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finance lease, currently covers a minority of the Partnerships' equipment . Under direct finance

leases, the containers are usually leased from the Partnerships for the remainder of the

container's useful life with a purchase option at the end of the lease term .

The Sa le of the Partnerships' Assets

21 . Textainer II, Textainer III and Textainer IV are currently in their "liquidation

phase" under their original business plans . Regular leasing operations continue during this

phase, but those partnerships are allowing their fleet to permanently d im inish through sales of

containers. Sales of contai ners to date have been made only gradually, rather than in large

transactions . Once the Pa rtnerships have sold substantially all of their fleet and the l iqu idation,

phase has been completed, the Partnerships will begin their final dissolut ion and the w inding up

of the ir bus iness . Textainer V and Textainer VI would normally enter their l iquidati on phases in

2006 and 2007, respectively .

22 . In the first quarter of 2004, the General Partner received an unsolicited inquiry

regarding the possible purchase of the container assets of an equipment leasing partnership

virtually identical in form to the Partnerships .

23 . In May 2044, an Investment Advisory Committee created by defendant Textaine r

Holdings decided to seek bids for the assets held by all of the Textainer Partnerships and sent out

information packages to potential bidders . The sale of the Partnerships' assets, however, was

made subject to the condition that the Textainer Defendants retain their position as the managing

I agent for the assets being sold and the resulting lucrative fees earned thereby .

24 . The highest bid received for the assets of the Textainer Partnerships was

purportedly made by RFH . The original bid prices which RFH agreed to pay were effective as of,

July 1, 2004 and have been adjusted downwards because of a reduction in the number o f

containers owned by the Partnerships and the value of each container by type and year of

manufacture to be purchased . As matters stand now, RFH will make the following payments

totaling more than $97 million for the containers being sold by the Textainer Partnerships :

(a) $10,697 ;939 to Textainer II ;

(b) $18,222,605 to Textainer III ;

COMPLAINT

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(c) 26,479,482 to Textainer IV ;

(d) $27,808,795 to Textainer V ; and

(e) $14,366,746 to Textainer VI .

ZS . RFH is a recently formed Bermuda company, whose three owners, Fortis Bank,

Hakman and P&R, each have prior material contacts and business transactions with the General

Partner . An affiliate of Fortis Bank, one of the three principals of RFH, owns approximately

20% of one of the Textainer companies, Textainer Marine Containers Limited, a Bermud a

company, which is approximately 80% owned by Textainer Limited, one of the general partners

of the Textainer Partnerships . Hakman, another of the three principals of RFH, is the general

partner of Intermodal Partners, for which TEM, a general partner of the Textainer Partnerships,

manages a fleet of containers under a management contract . TEM also manages a fleet of

containers owned by P&R, the other one of the three principals of RFH, under a management

agreement in which Hakman is the agent for P&R .

Th e Sharp Rise in the Prices of Stee l Container s

26. Beginning in 2004, a worldwide steel shortage caused significant increases in new

container prices and limited the number of new containers being built . As a result, demand fo rs

leased containers increased in the first quarter of 2004 and remained strong through all of 2004 .

Indeed, the container utilization levels of the leasing market reached record highs during the firs t

and second quarters of 2004 .

27 . The terms of the agreement for the sale of the Partnerships' assets was entered int o

in or about July 2004 . Since that time, driven by continued increases both in the prices of stee l

(the raw material from which shipping containers are manufactured) and the demand for shipping

containers owing to increased world trade, the prices of shipping containers have continued t o

increase .

28 . The price of new shipping containers have increased in this time frame by

approximately 30% from $1,700 per container to approximately $2,2 50 per container. Thus, the

March 7, 2005, edition of The Wall Street Journal reported, in discussing the recently reported

earnings of China International Marine, that in 2004 "container prices rose 40% ." The prices of

-oMPL RNT

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used shipping containers have enjoyed an even greater increase in value since prices for used

containers are directly related to the cost of replacement by new containers .

The Textainer Defendants Make Material Misrepresentations of Fact in an Effort to Gainthe Necessa Limited Partner A royal for the Sale of the Partnerships' Assets

29. Approval of the Asset Sale proposal by the Limited Partners at a related series of

special meetings is a condition to the Partnership's participation in the Asset Sale . The

affirmative vote of Limited Partners holding more than 50% of units of limited partnership

interest in each of the Partnerships that were outstanding as of the record date, January 20, 2005,

is required to approve the Asset Sale proposal .

a0 . In an effort to obtain the approval of the Limited Partners, the Textainer

Defendants have disseminated a Proxy Statement for a Special Meeting of the Limited Partners

to the holders of limited partnership units of each of the Textainer Partnerships, with the Prox y

Statements being substantially identical in form (collectively referred to herein as the "Prox y

Statements") .

31 . The Textainer Defendants, in the Proxy Statements, breach their fiduciary duty of

full disclosure and honest dealings by failing to disclose the material fact that the prices of

shipping containers have risen dramatically since the time that the terms of the sale were first

initially agreed to in July 2004 .

32. In addition, in the Proxy Statements, the Textainer Defendants have breached their

fiduciary duties of honest dealings and full disclosure by making the following materially

misleading representations of fact :

° Market conditions at historically high levels have increased theattractiveness of the container fleet to prospective buyers .

Selling now avoids having to liquidate assets under timeconstraints and uncertain market conditions in future years due to expiration ofnormal lives of the Textainer Partnerships .

° Selling now eliminates the risk and uncertainty of possible futuredownturns in market conditions for leased and used containers .

.fee Proxy Statement at p .4 .

33 . Those statements are materially false and misleading because they fail to disclos e

COMPLAINT

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that since the time the Textainer Defendants agreed on a price with RFH, the price of shippin g

I containers has increased by more than 30%.

34 . The Textainer Defendants included a cover letter (the "Maccarone Letter") dated

January 21, 2005 which accompanied the Proxy Statements sent to the Limited Partners and

which was signed by defendant Maccarone on behalf of defendant Textainer Financial . The

Maccarone Letter, among other things, stated that :

The Asset Sale will provide you with the opportunity to liquidateyour investment in the Partnership[s] for cash at a price and onterms that the general partners believe are fair to and in the bestinterests of the limited partners of the Partnership[s] .

35 . This statement in the Maccarone Letter is materially false and misleading because ,

in truth and in fact, the sale of the Textainer Partnerships' assets on theterms currently proposed

would represent a sale at a price below prevailing market values and is, therefore, not in the best

interests of the Limited Partners . Indeed, the Textainer Defendants have failed to obtain a n

opinion from any independent financial advisor or expert attesting to the purported fairness of the

terms of the Asset Sales as of the date of the Proxy Statements .

CLASS ACT ION ALLEGATIONS

36. Plaintiffs bring this action as a class action under Rule 23 of the Federal Rule Of

Civil Procedure on behalf of a class (the "Class") consisting of all persons who were limite d

partners of the Textainer Partnerships on the date the Proxy Statements were filed with the

Securities and Exchange Commission ("SEC") and disseminated to the Limited Partners .

cExcluded from the Class are the defendants herein, members of the immediate families of the

defendants, and any subsidiary, affiliate, or controlled person of any such person or entity .

37. The Class is so numerous that joinder of all members is impracticable . As of the

date the Proxy Statements were mailed, there are hundreds, if not thousands, of Limited Partners

who received the Proxy statements .

38 . Plaintiffs' claims are typical of the claims of the other members of the Class, sinc e

Plaintiffs and all members of the Class sustained damages arising out of Defendants' conduct i n

violation of law as complained of herein .

COMPLAIN T

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39. Plaintiffs will fairly and adequately protect the interests of the members of the

Class and have retained counsel competent and experienced in class action and investor

litigation .

40. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable . Furthermore, as

the damages suffered by individual members of the Class may be relatively small, the expense

and burden of individual litigation make it impossible for the members of the Class individually

to redress the wrongs done to them . There will be no difficulty in the management of this action

as a class action .

41 . Common questions of law and fact exist as to all members of the Class and

predominate over any questions affecting solely individual members of the Class . Among the

questions of law and fact common to the Class are :

(a) whether the Textainer Defendants violated Section 14(a) of the Exchange

Act in issuing the Proxy Statements and the accompanying Maccarrone Letter ;

(b) whether the Textainer Defendants have breached their fiduciary duty of

full disclosure, due care, and fair and honest dealings in seeking the approval of the Limited

Partners for the Asset Sale;

(c) whether the Textainer Defendants breached their fiduciary duty of good

faith and loyalty in making the safe of the Partnerships' assets subject to a requirement that the

Textainer Defendants continue to obtain fees from the management of the shipping containers

owned by the Partnerships ;

(d) whether the terms of the proposed Asset Sale is fair to the Partnerships and

the Limited Partners ;

(e) whether RFH is liable for aiding and abetting the Textainer Defendants

breaches of their fiduciary duties to the Limited Partners ; and

(f ) the appropriate relief for the wrongs complained of in this Complaint .

FIRST CLAIM FOR RELIE F

42. Plaintiffs repeat and reallege each and every allegation contained above as if se t

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forth fully herein .

43. This claim for relief is brought by plaintiffs on behalf of the Class against the

Textainer Defendants for violations of Section 14(a) of the Exchange Act and Rule 14a-9 [17

C.F.R . §240 .1 4a-9] promulgated thereunder by the SEC, which prohibits the making of

materially false or misleading statements in a proxy statement.

44. The misstatements and omissions alleged above were material . Defendants namedwere

in this Claim for Relief made or were responsible for making the misstatements .and omissions .

Defendants named in this Claim for Relief knew or should have known that the Limited Partners

would not be fully informed of all material facts because of these misstatements or omissions in

the Proxy Statement, as alleged above .

45. Plaintiffs, the Limited Partners, have been injured by the material misstatements

and omissions contained in the Proxy statements .

46. The Limited Partners are entitled to recover damages to compensate them for all

damages resulting from the acts and omissions of defendants named in this Claim for Relief in

violation of Section 14(a) of the Exchange Act .

47 . Less than two years have elapsed from the time plaintiff discovered or reasonably

could have discovered the facts upon which this Complaint is based to the time this Complaint

was filed.

SECOND CLAIM FOR RELIE F

48. This Claim for Relief is brought by Plaintiffs on behalf of the Class against

Defendants for breach of their fiduciary duties in connection with the Asset Sale .

49 . Defendant Textainer Financial, as the managing general partner for the Textainer

Partnerships, owes fiduciary duties of care, loyalty and good faith to the Limited Partners .

50. Defendant Textainer Management, as the associate managing general partner for

the Textainer Partnerships, owes fiduciary duties of care, loyalty and good faith to the Limited

Partners .

51 . Defendant Textainer Capital as the owner of Textainer Financial owes fiduciary

duties of care, loyalty and good faith to the Limited Partners .

9491 11 COMPLAINT

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52 . Defendant Maccarone as the President of Textainer Financial owes fiduciary

duties of care, loyalty and good faith to the Limited Partners .

53 . As set forth above, the Textainer Defendants engaged in self dealing andc

conflicted transactions that were unfair to the Limited Partners by requiring that any purchaser of

the assets of the Textainer Partnerships continue to retain the Textainer Defendants as managing

agents for those assets . The Textainer Defendants effectively stood on both sides of the Asset

Sale. Accordingly, the Defendants must prove that the Asset Sale was entirely fair to the Limited

Partners .

54. Defendant RFH knowingly aided and abetted the Textainer Defendants in their

breach of their fiduciary duties to the Limited Partners .

5 5. Plaintiffs have no adequate remedy at law .

THIRD CLAIM FOR RELIE F

56. Plaintiffs repeat and reallege each and every allegation contained above as if set

forth fully herein .

57. This Claim for Relief is brought by Plaintiffs on behalf of the Class against the

Textainer Defendants for breach of their fiduciary duties in connection with the representations

made in the Proxy Statements and the Maccarone Letter soliciting Limited Partners' approval of

the Asset Sale .

58. In making the materially false or misleading statements alleged above, the

Textainer Defendants have breached their fiduciary duty of candor to the Limited Partners .

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs respectfully rthat the Court grant the following equitablereques t~

and other relief:

(A) Certifying this action as a class action and certifying Plaintiffs as the

representatives of the Class and appointing Plaintiffs as Lead Plaintiffs pursuant to Section 21 D

of the Exchange Act . 15 U .S.C . §78u-4 ;

(B) Enjoining the Textainer Defendants from proceeding with the Special Meetings

until full and adequate disclosure of the value of the Partnerships' assets is properly made to th e

9491 11 COMPLAINT

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Limited Partners ;

(C) Preliminarily and permanently enjoining the Partnerships from engaging in the

Asset Sale under the terms currently proposed ;

(D) In the alternative, if no injunction is granted, rescinding the Asset Sale or

awarding damages to Plaintiffs and the Class ;

(E) Ordering such other relief that the Court deems equitable and just, including

awarding interest, attorneys' fees and costs .

DEMAND FOR TRIAL BY JURY

Plaintiffs demand a trial by jury on all claims on which a jury trial is available .

Dated: March 8, 2005 GOLD BENNETT CERA & SIDENER LL P

By :Solomon B. Cera

and-

ABRAHAM FRUCHTER & TWERSKY LLP

Attorneys for Plaintiffs

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281

CERTIR A lt)N OF PLAXN't'l"

1, Robcrt Lewis, hereby certify that the fbltnwi~ir, Is true and -urrrxx to the bust of my

Icna~vlcdgc, information and beliefc

1 . ! have reviewed and authorized counsel to file the attar Class Action ~omplaint

a134ng violatiofls ofSsx`liuus 14(a) and of the Securities Eatchao9c Act of 1934 and the named

defendants breached their fiduciary duties with respect to the proposed sale of the assets of

Textainer Equipment Income Fund IL L? . (I'extainer ll"): Textziner Equipment Income Fund 1'IC,

L.P. ("Tectainer 3II"% Textainer Equiptamt income Fund TV, L .P, {"Te1ctaiatec N'1 Textainer

Equipment Income Fund V, Lk' . C"Textainer r% and Textainer Equipment Income Funr3'tTf, i' . .P.

("Textginec V1") (collectively referred to herein as the "Textainer Parmersbipej.

t~s2. Neither I nor CityPartn=hips Co . purchased the stcvrities that are thesubject: of

action at the dirt c t i nn ofcounsel or in order t o poxticipate in thi s private action .

3 . City Partnerships and T are willing to serve as a representative party on behalfof the

Ctass% including providing testimony at deposition and trial, if necessary .

4. To the best of my knowledge, l owned pcrsonH23y the following uicemsts in thu

Texlainerl'aztnerships : 75'uuiis afTextainerI) ; 325 its ofTwainer lll; 3 15 units of Textainer IV ;

and 65 units of Textainer V. Also, to the best of myknnw3cdge, pity PartnersEps Co . owned die

following interest s in the Textainer Partnerships, 3 25 units of'i'extainer H. and 1,ODD units o f

Tcdainer ill.

5 . 1 have sought to serve as a class rcp=sentative in an individual capacity in the

following actions arising under the federal securities laws filed within the past three ytsrs ; Levis

v_ Q .R.I .. Inc. . et el.. CC8 03-CV-1171 (D, Md.).

b, 1 will not accept anypayment for serving as class representative on behalf ofthe clas s

beyond my pro rata share of any recovery, except as ordered or approved by the court, including an y

award for reasonable tiusts tints expenses (incl uding I05t wages) directly relating to the representation

of the, r.]M

Signed u nder the penalties of perjury this ~L day of

..evEns ma tviauauy anu[ as aPartnerofCi tyPartrecships Co.