Page:United States Statutes at Large Volume 107 Part 3.djvu/424

 107 STAT. 2362 PUBLIC LAW 103-202—DEC. 17, 1993 transaction shall be for not less than the lesser of 60 calendar days or the maximum number of days permitted under applicable State law; and "(K) contain such other provisions as the Commission determines to be necessary or appropriate for the protection of investors in limited partnership roUup transactions. "(2) EXEMPTIONS.— The Commission may, consistent with the public interest, the protection of investors, and the purposes of this title, exempt by rule or order any security or class of securities, any transaction or class of transactions, or any person or class of persons, in whole or in part, conditionally or unconditionally, from the requirements imposed pursuant to paragraph (1) or from the definition contained in paragraph (4). " (3) EFFECT ON COMMISSION AUTHORITY. —Nothing in this subsection limits the authority of the Commission under subsection (a) or (d) or any other provision of this title or precludes the Commission from imposing, under subsection (a) or (d) or any other provision of this title, a remedy or procedure required to be imposed under this subsection. "(4) DEFINITION OF LIMITED PARTNERSHIP ROLLUP TRANS- ACTION.—Except as provided in paragraph (5), as used in this subsection, the term limited partnership rollup transaction' means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which— "(A) some or all of the investors in any of such limited partnerships will receive new securities, or securities in another entity, that will be reported under a transaction reporting plan declared effective before the date of enactment of this subsection by the Commission under section llA; "(B) any of the investors' limited partnership securities are not, as of the date of filing, reported under a transaction reporting plan declared effective before the date of enactment of this subsection by the Commission under section llA; "(C) investors in any of the limited partnerships involved in the transaction are subject to a significant adverse change with respect to voting rights, the term of existence of the entity, management compensation, or investment objectives; and "(D) any of such investors are not provided an option to receive or retain a security under substantially the same terms and conditions as the original issue. "(5) EXCLUSIONS FROM DEFINITION.— Notwithstanding paragraph (4), the term 'limited partnership rollup transaction' does not include— "(A) a transaction that involves only a limited partnership or partnerships having an operating policv or practice of retaining cash available for distribution and reinvesting proceeds from the sale, financing, or refinancing of assets in accordance with such criteria as the Commission determines appropriate; "(B) a transaction involving only limited partnerships wherein the interests of the limited partners are repurchased, recalled, or exchanged in accordance with the

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