investments of the Partnership so that the Partnership is a Venture Capital Operating Company.
9.13 Foreign Investments. The Partnership will not make any investment in a security the issuer of which is domiciled outside the United States or any state or political subdivision thereof (a Foreign Investment) unless immediately after giving effect to such investment the aggregate Foreign Investments of the Partnership would not be greater than 10% of the Total Commitments. For purposes of the 10% limitation contained in the first sentence of this Section 9.13, an issuer shall be deemed to be domiciled within the United States (or any state or political subdivision thereof) if it is organized under the laws of, its headquarters or chief executive office is located within, or it denves a majority of its revenues within, the United States (or any state or political subdivision of the United States). Prior to making either a Foreign Investment or an indirect investment in a Foreign Investment, the Partnership shall obtain written advice of local counsel or other legal advisers that (A) such action would not cause any Partner (or any partner or member of any Partner), solely as a result of such Partner being a Partner in the Partnership, to be required to either (l) file income tax returns in the junsdiction in which such issuer is domiciled (the Foreign Jurisdiction) or (n) pay tax (other than withholding tax) in such Foreign Junsdiction; and (B) the laws of such Foreign Junsdiction will respect the limited liability of the Partners; provided that no oral or wntten advice of local counsel or other legal advisers shall be required with respect to any Foreign Investment to the extent the General Partner has recently obtained such advice for such Foreign Junsdiction.
LIMITATIONS ON GENERAL PARTNER POWER
10.1 Additional Funds. Without the consent of the Advisory Committee, the General Partner and Managing Directors who are members of the General Partner will refrain from forming any follow-on venture capital partnership until 75% of the total Commitments are invested or reserved for investment. This Section 10.1 shall not apply to venture capital partnerships offered only to Affiliates of the General Partner or the Managing Directors, or entities or individuals who may provide the