with the Employer's ownership of an Employer Investment in a Joint Investment. (b) Right of First Refusal. Sales of all Employer Investments and Co-Investments shall be subject to rights of first refusal as provided in Exhibit C hereto incorporated herein by this reference as if fully set forth herein. (c)

resses and Subscriptions. 2 3.2 Status of Limited Partners. 2 3.3 Additional Limited Partners. 4 3.4 Other Activities Of Partners. 6 3.5 Co-Investments. 6 3.6 Advisory Committee 7 ARTICLE IV MANAGEMENT AND CONTROL OF PARTNERSHIP 7 4.1 Management by General Partner 7 4.2 Powers of General P

, Addresses and Subscriptions 2 3.2 Status of Limited Partners 2 3.3 Additional Limited Partners 4 3.4 Other Activities Of Partners 6 3.5 Co-Investments. 6 3.6 Advisory Committee 7 ARTICLE IV MANAGEMENT AND CONTROL OF PARTNERSHIP 7 4.1 Management by General Partner 7 4.2 Powers of General P

one-year extensions Investment Period: 4 years GP Commitment: Minimum $IM or 5% of capital Extended GP Commitment: Minimum $3M or 10% of capital Co-Investments: Yes, on a deal by deal basis Fees and Compensation Allocations Management Fees: 2% per annum, payable quarterly ahead Carried Interest: 20% (Amer

d Fund III is formed 2005: Island Global Yachting is founded July 2003 — February 2010 Notable Transactions with Government of Dubai: ENSeC Co-Investments 230 Park Avenue 450 Lexington Avenue W Hotel — Union Square Mandarin Oriental NYC Asset Management/Advisory 280 Park Avenue Snowmass, Colorado

ue Fund invests may be concentrated in one or a limited number of issuers, market sectors, industries and/or Target/Acquiror capitalization ranges. Co-Investments The Corporate Value Fund, together with Other Accounts or the investors therein, may participate in a number of "Co-Investments" in which third par

s relating to such arrangements, including the possibility that such Affiliate Trading Vehicles may have business, financial or legal difficulties. Co-Investments The Underlying Funds may co-invest in the same investment opportunity together with Other Accounts and may offer co-investment opportunities to Oth

one-year extensions Investment Period: 4 years GP Commitment: Minimum $1M or 5% of capital Extended GP Commitment: Minimum $3M or 10% of capital Co-Investments: Yes, on a deal by deal basis Fees and Compensation Allocations Management Fees: 2% per annum, payable quarterly ahead Carried Interest: 20% (Amer

c Exposure to a single generalist or specialist private fund structure exceeding 20% of the aggregate Commitments, or (iv) in the aggregate cost of Co-Investments made on a primary basis exceeding 15% of the aggregate Commitments; or (b) (i) incur Indebtedness on a direct recourse basis to the Fund (includ

nies and (B) the private equity fund managers or sponsors of, or any underlying portfolio companies of, the Fund Secondaries, Direct Secondaries or Co-Investments without the Manager or any of its Affiliates being under any obligation to notify or consult with or obtain the consent of the Advisory Committee o

c Exposure to a single generalist or specialist private fund structure exceeding 20% of the aggregate Commitments, or (iv) in the aggregate cost of Co-Investments made on a primary basis exceeding 15% of the aggregate Commitments; or (b) (i) incur Indebtedness on a direct recourse basis to the Fund (includ

AAA into common units or other equity interests of AAA. as described in more detail below under --General Partner and Professionals Investments and Co-Investments—General Partner Investments." Strategic Investment Accounts ("SIAs") Institutional investors are expressing increasing levels of interest in SlAs s

treated as if they were the Member Designee for indemnification purposes. ER305378-MAXWELL -33- CONFIDENTIAL UBSTERRAMAR00001814 EFTA00237445 Co-Investments The AlphaKeys Fund does not intend to co-invest with the Underlying Fund nor any of their affiliates; however, affiliates of the AlphaKeys Fund, th