ners, other comparable rights designed to pro-
tect dissenting limited partners, which may in-
clude the rights set forth in subparagraph (B);
‘‘(B) when the association determines it to
be necessary to the protection of such rights,
the use of a committee that is independent, as
determined in accordance with rules prescribed
by the association, of the general partner or
sponsor and that would have the authority to
protect the interest of limited partners, includ-
ing (but not limited to) the authority (but not
the obligation) to hire independent advisors to
represent all limited partners at the partner-
ship’s expense, to negotiate the proposed trans-
action with the general partner or sponsor on
behalf of the limited partners, and to make a
recommendation to the limited partners with re-
spect to the proposed transaction, but not the
authority to provide consents or authorizations
to the proposed transaction on behalf of limited
partners;
‘‘(C) the right not to have their voting
power unfairly reduced or abridged;
‘‘(D) the right not to bear an unfair por-
tion of the costs of a proposed rollup trans-
action that is rejected; and
‘‘(E) restrictions on the conversion of con-
tingent interests or fees into non-contingent in-
terests or fees and restrictions on the receipt of
a non-contingent equity interest in exchange for
fees for services which have not yet been pro-
vided.
As used in this paragraph, the term ‘dissenting lim-
ited partner’ means a holder of a beneficial interest
in a limited partnership that is the subject of a lim-
ited partnership rollup transaction who casts a vote
against the transaction and complies with proce-
dures established by the association, except that for
purposes of an exchange or tender offer, such term
means any person who files an objection in writing
under the rules of the association during the period
in which the offer is outstanding and complies with
such other procedures established by the associa-
tion.’’.
(b) LISTING STANDARDS OF NATIONAL SECURITIES
EXCHANGES.—Section 6(b) of the Securities Exchange
Act of 1934 (15 U.S.C. 78f(b)) is amended by adding at
the end the following:
‘‘(9) The rules of the exchange prohibit the list-
ing of any security issued in a limited partnership
rollup transaction (as such term is defined in para-
graphs (4) and (5) of section 14(h)), unless such
transaction was conducted in accordance with proce-
dures designed to protect the rights of limited part-
ners, including—
‘‘(A) the right of dissenting limited part-
ners to the following: (i) an appraisal and com-
pensation, or (ii) if the exchange finds that
granting the rights under clause (i) of this sub-
paragraph would be infeasible or not in the fi-
nancial interest of the dissenting limited part-
ners, other comparable rights designed to pro-
tect dissenting limited partners, which may in-
clude the rights set forth in subparagraph (B);
‘‘(B) when the exchange determines it to
be necessary to the protection of such rights,
the use of a committee that is independent, as
determined in accordance with rules prescribed
by the exchange, of the general partner or spon-
sor and that would have the authority to pro-
tect the interest of limited partners, including
(but not limited to) the authority (but not the
obligation) to hire independent advisors to rep-
resent all limited partners at the partnership’s
expense, to negotiate the proposed transaction
with the general partner or sponsor on behalf of
the limited partners, and to make a rec-
ommendation to the limited partners with re-
spect to the proposed transaction, but not the
authority to provide consents or authorizations
to the proposed transaction on behalf of limited
partners;
‘‘(C) the right not to have their voting
power unfairly reduced or abridged;
‘‘(D) the right not to bear an unfair por-
tion of the costs of a proposed rollup trans-
action that is rejected; and
‘‘(E) restrictions on the conversion of con-
tingent interests or fees into non-contingent in-
terests or fees and restrictions on the receipt of
a non-contingent equity interest in exchange for
fees for services which have not yet been pro-
vided.
As used in this paragraph, the term ‘dissenting lim-
ited partner’ means a holder of a beneficial interest
in a limited partnership that is the subject of a lim-
ited partnership transaction who casts a vote against
the transaction and complies with procedures estab-
lished by the exchange, except that for purposes of
an exchange or tender offer, such term means any
person who files an objection in writing under the
rules of the exchange during the period in which the
offer is outstanding.’’.
(c) STANDARDS FOR AUTOMATED QUOTATION SYS-
TEMS.—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:
‘‘(13) The rules of the association prohibit the
authorization for quotation on an automated
interdealer quotation system sponsored by the asso-
ciation of any security designated by the Commis-
sion as a national market system security resulting
from a limited partnership rollup transaction (as
such term is defined in paragraphs (4) and (5) of
section 14(h)), unless such transaction was con-
ducted in accordance with procedures designed to
protect the rights of limited partners, including—
‘‘(A) the right of dissenting limited part-
ners to the following: (i) an appraisal and com-
pensation, or (ii) if the association finds that
granting the rights under clause (i) of this sub-
paragraph would be infeasible or not in the fi-
nancial interest of the dissenting limited part-