to Temporary Investments, “PIPES” and other purchases of securities in private placements that are not traded on a Public Securities Market at the time of such investment, “toe-hold” investments (e.g. investments that are intended to lead to a potential private or larger investment), Portfolio Investments where the Partnership has the right to designate a director, and follow-on investments in or related to the foregoing;
(d) the Fund shall not invest in the securities of any other pooled investment vehicle with respect to which any Person is entitled to a share of profits (whether in the form of fees, distributions or otherwise) disproportionate to its share of the contributed capital of the vehicle unless the General Partner arranges for a reduction in the Management Fee in the amount of the “management fee” and “carried interest” attributable to the Fund’s interest in such vehicle; provided, however, that the Fund shall not, without the approval or ratification of the Advisory Board, invest more than 5% of the aggregate Subscriptions of all Partners in the securities of any such pooled investment vehicle; and provided, further, however, that nothing herein shall prevent the Fund from (1) investing the Fund’s cash in a regulated investment company or similar entity or fund sponsored by a bank subject to the Bank Holding Company Act as a Temporary Investment or (2) investing in operating businesses through an alternative investment vehicle; or
(f) The Fund shall not invest in any uncovered options, futures contracts or other derivative securities, or sell securities short in an uncovered transaction.
Advisory Board: The Fund will have a limited partner advisory board (the “Advisory Board”) consisting of at least three persons chosen by the General Partner from persons associated with the Limited Partners; provided that neither the General Partner nor any of its affiliates may be a member of the Advisory Board. The duties of the Advisory Board (or its committees) shall be to: (a) be available to offer advice to the General Partner regarding the activities of the Fund; (b) review and advise the General Partner regarding transactions involving potential conflicts of interest submitted to them by the General Partner; (c) approve the valuation methodology formulated by the General Partner for determining the value of the Fund’s assets and review periodic valuations submitted to it by the General Partner; and (d) undertake such other duties as are required by this Agreement or reasonably requested by the General Partner.
48 CONTROL NUMBER 257 - CONFIDENTIAL
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