In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision.  Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.

SEC under the Investment Advisers Act, and (2) the registration issue was being investig m fails because there was no report within the meaning of the whistle-blower act; thus we need not decide whether the claim involves the violation of a clear mandate of public policy. II. Fiduciary Duties. Rothmeier claims that the district court erred in dismissing his claim that respondents breached their fiduciary duty of good faith (1) by the manner they terminated him from IAI Venture I and IAI Venture II and (2) by converting and reallocating his partnership interests among the remaining partners. Under both Minnesota and Delaware law, all partners owe fiduciary obligations to all other partners. See Appletree Square I Ltd. Partnership v. Investmark, Inc., 494 N.W.2d 889, 892 (Minn.App.1998) (<HOLDING>), review denied (Minn. Mar. 16, 1993); Boxer v. 
 Holding statements: (A) holding that general partners must notify limited partners of partnership opportunity to purchase adjacent property but not addressing whether  9404 requires affirmative consent of partners after such notice (B) holding that the relationship of partners is of a fiduciary character and imposes upon them the obligation to exercise good faith and integrity in their dealings (C) holding that partners may not agree to eliminate the fiduciary character of their relationship (D) holding that partners have a fiduciary relationship and are held to high standards of integrity in their dealings with each other (E) holding that when regulations are intended to have different purposes and are not dependent on each other they are not intertwined
(D)