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Chapter 19


Intellectual Capital Management

Escrow Account shall be considered to have been distributed to the General Partner.


(c) The General Partner's limited liability company or similar agreement shall provide that in the event the General Partner is obligated under Section 18.6(a) to return to the Partnership a portion of the distributions received from the Partnership, each member of the General Partner shall be obligated to return its pro rata share of such distributions to the General Partner (based on amounts received therefrom relating to Carned Interest Distributions), but only to the extent the General Partner has insufficient funds to meet such obligations and only up to the amount of such member's capital commitment to the General Partner plus distributions received from the General Partner. In addition, the General Partner shall be obligated to require each of the current and future Managing Directors to execute a personal guarantee, to be several and not joint, guaranteeing such Managing Director's pro rata share of the Clawback Amount. The Partnership and Limited Partners shall be third party beneficiaries of any such provision of the General Partner's limited liability company agreement or any such personal guarantee, or any other agreement of any member of the General Partner and no amendment of any such provision or guarantee shall be made without the consent of the Partnership (which may be given by the General Partner only with the approval of Two-Thirds in Interest of the Limited Partners).


SECTION 19. ADVISORY COMMITTEE


19.1 Functions of Advisory Committee. There shall be formed a committee of the Partnership (the Advisory Committee) consisting only of Limited Partner representatives determined by the General Partner in its sole discretion, provided, however that no member of the Advisory Committee shall be an Affiliate of the General Partner or an employee or member of the General Partner. The Advisory Committee shall consist of three members. The General Partner shall disclose to the Advisory Committee reasonably detailed information about (A) investments made by




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