Page:United States Statutes at Large Volume 107 Part 3.djvu/426

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107 STAT. 2364 PUBLIC LAW 103-202-DEC. 17, 1993 preparation, and any limitations imposed by issuers on such preparers; (D) the nature and quality of disclosures provided with respect to such opinions; (E) any conflicts of interest with respect to the preparation of such opinions; and (F) the usefulness of such opinions to limited partners. (2) REPORT REQUIRED.—Not later than the end of the 18- month period referred to in paragraph (1), the Comptroller General of the United States shall submit to the Congress a report on the evaluation required by paragraph (1). SEC. 303. RULES OF FAIR PRACTICE IN ROLLUP TRANSACTIONS. (a) REGISTERED SECURITIES ASSOCIATION RULE.— Section 15A(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3(b)) is amended by adding at the end the following new paragraph: "(12) The rules of the association to promote just and equitable principles of trade, as required by paragraph (6), include rmes to prevent members of the association from participating in any limited partnership roUup transaction (as such term is defined in paragraphs (4) and (5) of section 14(h)) unless such transaction was conducted in accordance with procedures designed to protect the rights of limited partners, including— "(A) the right of dissenting limited partners to one of the following: "(i) an appraisal and compensation; "(ii) retention of a security under substantially the same terms and conditions as the original issue; "(iii) approval of the limited partnership roUup transaction by not less than 75 percent of the outstanding securities of each of the participating limited partnerships; "(iv) the use of a committee that is independent, , as determined in accordance with rules prescribed by the association, of the general partner or sponsor, that has been approved by a majority of the outstanding •;. securities of each of the participating partnerships, and that has such authority as is necessary to protect the interest of limited partners, including the authority ' to hire independent advisors, to negotiate with the general partner or sponsor on behalf of the limited partners, and to make a recommendation to the limited partners with respect to the proposed transaction; or \ "(v) other comparable rignts that are prescribed by rule by the association and that are designed to protect dissenting limited partners; "(B) the right not to have their voting power unfairly reduced or abridged; "(C) the right not to bear an unfair portion of the costs of a proposed limited partnership roUup transaction that is rejected; and "(D) restrictions on the conversion of contingent interests or fees into non-contingent interests or fees and restrictions on the receipt of a non-contingent equity ' interest in exchange for fees for services which have not yet been provided.