investigative (including any action by or in the right of the Partnership or any of the Partners), by reason of any actions or omissions or alleged acts or omissions arising out of such Person's activities in connection with serving on the Advisory Committee against losses, damages or expenses for which such Person has not otherwise been reimbursed (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such actions, suit or proceedings; provided, that any Person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the General Partner prior to entenng into any compromise or settlement which would result in an obligation of the Partnership to indemnify such Person.
9.8 Investment Company Act, ERISA and Other limitations.
(a) The General Partner is hereby authorized to take any action that it has determined in good faith to be necessary, appropriate or desirable in order for: (1) the Partnership (1) not to be deemed an investment company under the Investment Company Act (to the extent applicable) or (2) to have no more than the number of beneficial owners of Interests necessary in order to qualify for an exemption from registration under the Investment Company Act; (n) the Assets not to be deemed to be plan assets for purposes of ERISA (to the extent applicable); (in) the Partnership not to be a publicly traded partnership under Code Section 7704 and the regulations promulgated thereunder; or (iv) the Partnership or the General Partner not to be in violation of the rules and regulations of any material law, regulation or guideline applicable to the Partnership or the General Partner.
(b) Actions taken by the General Partner in accordance with Section 9.8(a) may include: (l) making any structural, operating or other changes in the Partnership by amending this Agreement (provided, that any such amendment may not (A) increase the Commitment of any Limited Partner, (B) affect the limited liability of the Limited Partners, (C) matenally adversely affect the economic interest of any Limited Partner or (D) result in a violation of law or regulation