• our general partner may exercise its limited right to call and purchase common units if it and its
affiliates own more than 80% of the common units;
• our general partner controls the enforcement of obligations owed to us by our general partner and its
affiliates; and
• our general partner decides whether to retain separate counsel, accountants or others to perform services
for us.
DCP Midstream, LLC and its affiliates are not limited in their ability to compete with us, which could
cause conflicts of interest and limit our ability to acquire additional assets or businesses, which in turn
could adversely affect our results of operations and cash available for distribution to our unitholders.
Neither our partnership agreement nor the Omnibus Agreement, as amended, between us, DCP Midstream,
LLC and others will prohibit DCP Midstream, LLC and its affiliates, including ConocoPhillips, Spectra Energy
and Spectra Energy Partners, LP, from owning assets or engaging in businesses that compete directly or
indirectly with us. In addition, DCP Midstream, LLC and its affiliates, including Spectra Energy and
ConocoPhillips, may acquire, construct or dispose of additional midstream or other assets in the future, without
any obligation to offer us the opportunity to purchase or construct any of those assets. Each of these entities is a
large, established participant in the midstream energy business, and each has significantly greater resources and
experience than we have, which factors may make it more difficult for us to compete with these entities with
respect to commercial activities as well as for acquisition candidates. As a result, competition from these
entities could adversely impact our results of operations and cash available for distribution.
Cost reimbursements due to our general partner and its affiliates for services provided, which will be
determined by our general partner, will be material.
Pursuant to the Omnibus Agreement, as amended, we entered into with DCP Midstream, LLC, our general
partner and others, DCP Midstream, LLC will receive reimbursement for the payment of operating expenses
related to our operations and for the provision of various general and administrative services for our benefit.
Payments for these services will be material. In addition, under Delaware partnership law, our general partner
has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our
contractual obligations that are expressly made without recourse to our general partner. To the extent our
general partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable
or unwilling to reimburse or indemnify our general partner, our general partner may take actions to cause us to
make payments of these obligations and liabilities. These factors may reduce the amount of cash otherwise
available for distribution to our unitholders.
Our partnership agreement limits our general partner’s fiduciary duties to holders of our common units.
Although our general partner has a fiduciary duty to manage us in a manner beneficial to us and our
unitholders, the directors and officers of our general partner have a fiduciary duty to manage our general partner
in a manner beneficial to its owner, DCP Midstream, LLC. Our partnership agreement contains provisions that
reduce the standards to which our general partner would otherwise be held by state fiduciary duty laws. For
example, our partnership agreement permits our general partner to make a number of decisions either in its
individual capacity, as opposed to in its capacity as our general partner or otherwise free of fiduciary duties to
us and our unitholders. This entitles our general partner to consider only the interests and factors that it desires,
and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our
affiliates or any limited partner. Examples include:
• the exercise of its right to reset the target distribution levels of its incentive distribution rights at higher
levels and receive, in connection with this reset, a number of Class B units that are convertible at any
time following the first anniversary of the issuance of these Class B units into common units;
• its limited call right;
• its voting rights with respect to the units it owns;
• its registration rights; and
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