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APPENDIX - SECTION 10. 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 Partnership referrals to investment opportunities or may offer their expertise and assistance in performing due diligence on certain of the Partnership's prospective investments which, commencing with the date on which any such partnership draws capital, co-mvest with the Partnership in all investments in which the Partnership invests on a consistent percentage basis in respect of the size of each investment and on substantially the same terms and conditions as the Partnership so long as such venture capital partnerships are approved by the Advisory Committee.

10.2 Legal Counsel. The Partnership and the General Partner use the same legal counsel. Such counsel, the Partnership's accountants and the General Partner's accountants should not be deemed to represent the Limited Partners. Limited Partners should consult their own legal, tax and accounting advisers with respect to their investment in the Partnership.

SECTION 11. LIMITED PARTNERS

11.1 Identity, Number and Contributions. The names and addresses of the Limited Partners and the Interest owned by each and the Capital Contnbutions and Commitments of each will be set forth in the Partnership's records maintained by the General Partner.

11.2 No Management Power or Liability. The Limited Partners as such shall have no nght or power to, and shall not, take part in the management of or transact any business for the Partnership, including but not limited to any acts or decisions relating to investment activities of the Partnership, and shall have no power to sign for or bind the Partnership. Except as otherwise required herein or by law, no Limited Partner, in its capacity as such, shall be personally liable for any debts or losses of the Partnership in excess of its Commitments and Permitted Reinvestment Amounts. Except as otherwise provided by law, the Limited Partners (including Limited Partners on the Advisory Committee) shall owe no fiduciary duty to any other Partner or the Partnership.

11.3 No Approval Required for Liquidation. The approval of the Limited Partners shall not be required to approve the disposition or sale of all or a substantial portion of the Assets, it being understood that the General Partner may in the ordinary course of business dispose of all or any portion of the Assets.

11.4 Limitations. No Limited Partner shall have the right or power to: (a) bring an action for partition against the Partnership; (b) cause the dissolution of the Partnership, except as set forth in this Agreement or the Delaware Act; or (c) demand or receive property other than cash in return for its Capital Contribution. Except as otherwise set forth in Section 8.3, no Limited Partner shall have priority over any other Limited Partner either as to the return of its Capital Contnbution or as to net income, net loss or distribution, as applicable. Other than upon dissolution of the Partnership as provided by this Agreement, there has been no time agreed upon when the Capital Contnbution of each Limited Partner may be returned.

11.5 Meetings.

(a) Meetings of Partners shall be held at the principal place of business of the Partnership, or at any place stated in a notice of meeting.

(b) Meetings shall be held annually on the date and at the time determined by the General Partner. The General Partner will hold an annual meeting of Partners to review and discuss the Partnership's investment activities each year until such time after the termination of the Investment Penod when the cost basis of all Portfolio Secunties is less than 15% of the Total Commitments.

(c) In addition to annual meetings of the Partnership, a Majority in Interest of the Limited Partners may call a special meeting of the Partnership at any time.

11.6 Action Without a Meeting. Any action that may be taken at a
meeting of the Limited Partners may be taken without a meeting if a
consent in writing setting forth the action to be taken is signed by Limited
Partners owning not less than the minimum percentage in Interest of the
Limited Partners that would be necessary to authorize or take such action at
a meeting at which all the Limited Partners were present and voted and
notice of the action taken is provided to each Limited Partner.

11.7 Procedures. Limited Partners shall be entitled to cast votes with respect to any issue on which they are entitled to vote: (a) at a meeting, in person, by written proxy or by a signed wnting directing the manner in which the vote is to be cast, which wnting must be received by the General Partner on or prior to the commencement of the meeting; or (b) without a meeting, by a signed wnting directing the manner in which the vote is to be cast, which wnting must be received by the General Partner on or prior to the time and date on which the votes are to be counted. Only the votes of Limited Partners of record on the notice date, whether at a meeting or otherwise, shall be counted. The laws of the State of Delaware pertaining to the validity and use of corporate (or partnership, if applicable) proxies shall govern the validity and use of proxies given by Limited Partners.

11.8 BHC Partners.

(a) Notwithstanding any other provision in this Agreement, if, after notice from any BHC Partner that a distribution of any secunty would in the reasonable judgment of such BHC Partner, cause such BHC Partner to violate the BHC Act or IB Act, then the General Partner shall sell such secunty on behalf of the affected BHC Partner at the best available price and distribute the net proceeds therefrom to such BHC Partner so as to avoid such violation of the BHC Act or IB Act (in which case, for accounting purposes, the gain or loss attributable to such sale, and to the extent allowable, the taxable gain or loss attributable to such sale, shall be allocated to such BHC Partner).

(b) If the interest as a Limited Partner beneficially owned by a BHC Partner identified as such at the time of admission to the Partnership shall at any time (or, with respect to interests beneficially owned by a BHC Partner identified in wnting to the General Partner at such later time, at any time after such notice) constitute more than 4.99% of the Voting Interests then outstanding, so much of the Voting Interest held by such BHC Partner shall be automatically converted into a Non-Voting Interest as shall be necessary so that the remaining Voting Interests held by such BHC Partner shall constitute 4.99% of the Voting Interest outstanding. (c) If the Interest as a Limited Partner beneficially owned by a BHC Partner exceeds the maximum percentage of the equity of the Partnership permitted by the BHC Act or IB Act or the regulations thereunder as a result of the complete or partial withdrawal of another Limited Partner or any other adjustment of the Interests of the Limited Partners pursuant to this Agreement and such BHC Partner determines, in its reasonable judgment, that the retention of such BHC Partner's entire Interest would violate the BHC Act or IB Act, the General Partner and such BHC Partner shall use their best efforts to cause such BHC Partner's Interest to be sold or to reduce such Interest by the amount of such excess. In the event such BHC Partner's Interest is not sold or so reduced within 90 days of such determination, the BHC Partner shall have the right to withdraw all or a portion of its Interest from the Partnership to the extent necessary to avoid a violation of the BHC Act or IB Act. The amount to be paid to such BHC Partner upon its withdrawal from the Partnership shall be equal to the fair market value of its Interest (or portion thereof withdrawn) as determined mutually in good faith by such BHC Partner and the General Partner; provided that, if the BHC Partner and the General Partner fail to agree on the fair market value of such Interest (or such portion) the valuation shall be established by a mutually acceptable, independent appraiser. The General Partner shall pay such amount to such BHC Partner as soon as practical after the fair market value of such Interest (or such portion) is determined and the consideration paid to such BHC Partner shall be in cash or in kind as mutually agreed by such BHC Partner and the General Partner.

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