to Temporary Investments, “PIPES” and other purchases of
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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
HOUSE_OVERSIGHT_024059
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