Rule 14a-15

Differential and Contingent Compensation in connection with Roll-up Transactions

a. It shall be unlawful for any person to receive compensation for soliciting proxies, consents, or authorizations directly from security holders in connection with a roll-up transaction as provided in paragraph (b) of this section, if the compensation is:

1. Based on whether the solicited proxy, consent, or authorization either approves or disapproves the proposed roll-up transaction; or

2. Contingent on the approval, disapproval, or completion of the roll-up transaction.

b. This section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K, except for a transaction involving only:

1. Finite-life entities that are not limited partnerships;

2. Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act; or

3. Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act.