Rule 3b-11

Definitions Relating to Limited Partnership Roll-up Transactions for Purposes of Sections 6(b)(9), 14(h) and 15A(b)(12)-(13)

For purposes of sections 6(b)(9), 15A(b)(12)-(13) of the Act:

a. The term "limited partnership roll-up transaction" does not include a transaction involving only entities that are not "finite-life" as defined in Item 901(b) of Regulation S-K.

b. The term "limited partnership roll-up transaction" does not include a transaction involving only entities registered under the Investment Company Act of 1940 or any Business Development Company as defined in section 2(a)(48) of that Act .

c. The term "regularly traded" shall be defined as in Item 901(c)(2)(v)(C) of Regulation S-K .