PERSIMMON GROWTH PARTNERS FUND, L.P.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

Dated as of June 5, 2010

PERSIMMON GROWTH PARTNERS FUND, L.P.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Persimmon Growth Partners Fund, L.P. (the "Fund") is dated as of June 5, 2010 byand among Gregory S. Horn, Robert Fesnak, Jopesph Ridler, Jr,, and Michael Maher, Jr. as the Directors, and Persimmon GP, LLC on behalf of itself and on behalf of the Limited Partners (as defined herein).

W I T N E S S E T H:

WHEREAS, the Fund has heretofore been formed as a limited partnership as of December 11, 2003 under the Delaware Revised Uniform Limited Partnership Act;

WHEREAS, the Partners are party to the Persimmon Growth Partners Fund, L.P. Amended and Restated Limited Partnership Agreement dated as of June 1, 2006 (the “Current LPA”);

WHEREAS, the General Partner has recommended restating and amending the Current LPA as described herein in order to include those provisions that would be required in the event that the Fund registers under the Investment Company Act;

WHEREAS, the Limited Partners approved this Agreement pursuant to Sections 9.4 and 9.5 of the Current LPA and granted the General Partner the power of attorney to execute this Agreement on their behalf pursuant to Section 9.3 thereof;

NOW, THEREFORE, for and in consideration of the foregoing and the mutualcovenants hereinafter set forth, it is hereby agreed as follows:

ARTICLE I.

DEFINITIONS

For purposes of this Agreement:

ADMINISTRATOR The person who provides administrativeservices to the Fund pursuant to anadministrative services agreement.

ADVISER Persimmon Capital Management, L.P. and anyother investment adviser who enters intoan Investment Advisory Agreement tomanage the portfolio of investments for the Fund from time to time.

ADVISERS ACT The Investment Advisers Act of 1940 andthe rules, regulations and ordersthereunder, as amended from time totime, or any successor law.

ADVISORY SERVICES Such investment advisory and otherservices as the Adviser isrequired to provide to the Fund pursuant to the Investment Advisory Agreement.

AFFILIATE        An affiliated person of a person as suchterm is defined in the InvestmentCompany Act.

AGREEMENT This Amended and Restated Limited Partnership Agreement, as amended from time to time.

ALLOCATION PERIOD The period commencing on the InitialClosing Date, and thereafter each periodcommencing on the day immediatelyfollowing the last day of the precedingAllocation Period, and ending at theclose of business on the first to occurof the following dates: (1) the last dayof each month; (2) the last day of eachTaxable Year; (3) the day preceding eachday on which Interests are purchasedpursuant to Section 5.1; (4) each day onwhich Interests are repurchased; and (5) anyday as of which this Agreement providesfor any amount to be credited to ordebited against the CapitalAccount of any Partner, other than anamount to be credited to or debitedagainst the Capital Accounts of all Partners in accordance with theirrespective Investment Percentages.

BOARD OF DIRECTORS The Board of Directors establishedpursuant to Section 2.6.

BUSINESS DAY Any day, excluding Saturdays or Sundays, when the New York Stock Exchange is open for unrestricted trading.

CAPITAL ACCOUNT With respect to each Partner, the capital account established and maintained on behalf of each Partner pursuant to Section 5.3 hereof.

CAPITAL CONTRIBUTION The amount of capital contributed to the Partnership by a Partner.

CERTIFICATE The Certificate of Limited Partnership of the Fundfiled with the office of the Secretaryof the State of Delaware and any amendments thereto asfiled with the office of the Secretaryof the State of Delaware.

CODE     The United States Internal Revenue Codeof 1986, as amended from time to time,or any successor law.

CONFIDENTIAL PRIVATE

PLACEMENT MEMORANDUM The Confidential Private Placement Memorandum for the Fund as the same may be amended or supplemented from time to time.

DELAWARE ACT The Delaware Revised Uniform Limited Partnership Act as in effect on the date hereof andas amended from time to time, or anysuccessor law.

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DIRECTOR An individual designated as a directorof the Fund pursuant to theprovisions of Section 2.6 of theAgreement and who serves on the Board ofDirectors of the Fund.

FISCAL YEAR The period ending on March 31 of each year (oron the date of a final distributionpursuant to Section 6.2 hereof), unlessthe Board of Directors shall electanother fiscal year for the Fund.

FORM N-2 The Fund's Registration Statement onForm N-2 filed with the Securities andExchange Commission, as amended fromtime to time.

FUND The Limited Partnership governedhereby, as such limited partnership may from time to time beconstituted.

INDEPENDENT DIRECTORS Those Directors who are not "interestedpersons" of the Fund as such term isdefined in the Investment Company Act.

INTERESTED DIRECTORS Those Directors who are "interestedpersons" of the Fund as such term isdefined in the Investment Company Act.

INVESTMENT ADVISORY

AGREEMENT A separate written agreement enteredinto by the Fund pursuant to whichthe Adviser provides Advisory Services to the Fund.

INVESTMENT COMPANY ACT The Investment Company Act of 1940 andthe rules, regulations and ordersthereunder, as amended from time totime, or any successor law.

INVESTMENT FUNDS Investment funds in which the Fund may invest.

INVESTMENT PERCENTAGE A percentage established for each Partner on the Fund's books as of the firstday of each Allocation Period. TheInvestment Percentage of a Partner for anAllocation Period shall be determined bydividing the balance of the Partner'sCapital Account as of the commencementof such Allocation Period by the sum ofthe Capital Accounts of all the Partnersas of the commencement of suchAllocation Period. The sum of theInvestment Percentages of all Partnersfor each Allocation Period shall equal100%.

INTERESTS An ownership interest in the Fund ofa Partner, or other person to whom Interestsof a Partner or any portion thereof hasbeen transferred pursuant to Section 4.4hereof, including the rights andobligations of such Partner or otherperson under this Agreement and theDelaware Act

LIMITED PARTNER A person admitted as a limited partner to the Fund.

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NET ASSETS The Fund’s net asset value per Interest is based on the net asset value of the Fund and is determined by dividing the net asset value of the Fund by the number of Interests outstanding.  Except as otherwise provided, the net asset value per Interest will be determined by the Administrator and published or made available at the office of the Fund at the end of each Allocation Period based on the price availability of the underlying investments, subject to reasonable delays (i.e., delays the Fund may encounter in receiving the net asset value of the Investment Funds).

NET PROFIT OR NET LOSS The amount by which the Net Assets as ofthe close of business on the last day ofan Allocation Period exceed (in the caseof Net Profit) or are less than (in thecase of Net Loss) the Net Assets as ofthe commencement of the same AllocationPeriod (or, with respect to the initialAllocation Period of the Fund, at theclose of business on the Initial ClosingDate), such amount to be adjusted toexclude any items to be allocated amongthe Capital Accounts of the Partners on abasis which is not in accordance withthe respective Investment Percentages ofall Partners as of the commencement ofsuch Allocation Period pursuant toSections 5.5 and 5.6 hereof.

PARTNER Any person who shall have been admittedto the Fund as a Partner (includingany Director in such person's capacityas a Partner of the Fund but excludingany Director in such person's capacityas a Director of the Fund) until the Fund repurchases the Interests of suchperson as a Partner pursuant to Section4.5 hereof or a substituted Partner or Partners are admitted with respect to anysuch person's Interests as a Partner pursuantto Section 4.4 hereof; such termincludes the Adviser to theextent the Adviser makes acapital contribution to the Fund andshall have been admitted to the Fund as a Partner.

SECURITIES Securities (including, withoutlimitation, U.S. and non-U.S. equities,debt obligations, options, and other"securities" as that term is defined inSection 2(a)(36) of the InvestmentCompany Act) and any contracts forforward or future delivery of anysecurity, debt obligation or currency,all manner of derivative instruments andany contracts based on any index orgroup of securities, debt obligations orcurrencies, and any options thereon, aswell as investments in registeredinvestment companies and privateinvestment funds.

TAXABLE YEAR The 12-month period ending March 31of each year.

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TRANSFER The assignment, transfer, sale,encumbrance, pledge or other dispositionof all Interests or any individual Interest,including any right to receive anyallocations and distributionsattributable to a Interest or Interests.

ARTICLE II.

ORGANIZATION; ADMISSION OF PARTNERS

2.1 FORMATION OF LIMITED PARTNERSHIP.

The Partnership was formed as a limited partnership under the Delaware Act by the filing of the Certificate of Limited Partnership with the office of the Secretary of State of Delaware.  The Board of Directors shall execute and file in accordance with theDelaware Act any amendment to the Certificate and shall execute and file withapplicable governmental authorities any other instruments, documents andcertificates which, in the opinion of the Fund's legal counsel, may from timeto time be required by the laws of the United States of America, the State ofDelaware or any other jurisdiction in which the Fund shall determine to dobusiness, or any political subdivision or agency thereof, or which such legalcounsel may deem necessary or appropriate to effectuate, implement and continuethe valid existence and business of the Fund.

2.2 NAME.

The name of the Fund shall be "Persimmon Growth Partners Fund, L.P."or such other name as the Board of Directors may hereafter adopt upon (i)causing an appropriate amendment to the Certificate to be filed in accordancewith the Delaware Act and (ii) sending notice thereof to each Partner.

2.3 PRINCIPAL AND REGISTERED OFFICE.

The Fund shall have its principal office at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102, Blue Bell, PA 19422, or at such other place designated from time totime by the Board of Directors. The Fund shall have Corporation Service Company as its registered agent for service of process inDelaware, unless a different registered agent is designated from timeto time by the Board of Directors.

2.4 DURATION.

The term of the Fund commenced on the filing of the Certificate with theSecretary of State of Delaware and shall continue until the Fund is dissolvedpursuant to Section 6.1 hereof.

2.5 OBJECTIVE AND BUSINESS OF THE FUND.

a) The objective and business of the Fund is to purchase, sell(including short sales), invest and trade in Securities, on margin orotherwise, and to engage in any financial or derivative transactionsrelating thereto or otherwise. The Fund may execute, deliver and performall contracts, agreements, subscription documents and other undertakingsand engage in all activities and transactions as may in the opinion of theBoard of Directors be necessary or advisable to carry out its objective orbusiness.

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The Fund is organized for the object and purpose of, and the nature of the business to be conducted and promoted by Fund is, investing capital in accordance with the investment policies set forth in the Fund’s Confidential Private Placement Memorandumand engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith.

(b) The Fund shall operate as a closed-end, non-diversified,management investment company in accordance with the Investment Company Actand subject to any fundamental policies and investment restrictions setforth in the Form N-2.

2.6 BOARD OF DIRECTORS.

(a)The GeneralPartner shall designate three persons who shall agree to be bound by all of theterms of this Agreement to serve as the initial Independent Directors onthe Board of Directors and the Adviser shall designate oneperson to serve as the initial Interested Director on the Board ofDirectors, subject to the election of such persons prior to the date of this Agreement by the Partners. By signing this Agreement or thesignature page of the Fund's subscription agreement, a Partner admitted after the date of this Agreement shall be deemed to have voted for the electionof each of the initial Directors to the Board of Directors. The Board of Directors may, subject to the provisionsof paragraphs (a) and (b) of this Section 2.6 with respect to the number ofand vacancies in the position of Director of and the provisions of Section3.3 hereof with respect to the election of Directors to the Board ofDirectors by Partners, designate any person who shall agree to be bound byall of the terms of this Agreement as a Director. The names and mailingaddresses of the Directors shall be set forth in the books and records of the Fund. The number of Directors shall be fixed from time to time bythe Board of Directors.

(b) Each Director shall serve on the Board of Directors for theduration of the term of the Fund, unless his or her status as a Directorshall be sooner terminated pursuant to Section 4.2 hereof. In the event ofany vacancy in the position of Director, the remaining Directors mayappoint an individual to serve in such capacity, so long as immediatelyafter such appointment at least two-thirds (2/3) of the Directors thenserving would have been elected by the Partners. The Board of Directors maycall a meeting of Partners to fill any vacancy in the position of aDirector, and shall do so within 60 days after any date on which Directorswho were elected by the Partners cease to constitute a majority of theDirectors then serving on the Board of Directors.

(c) In the event that no Director remains to continue the business of the Fund, the Adviser shall promptly call a meeting of the Partners, to be held within 60 days after the date on which the lastDirector ceased to act in that capacity, for the purpose of determiningwhether to continue the business of the Fund and, if the business shallbe continued, of electing the required number of Directors to the Board ofDirectors. If the Partners shall determine at such meeting not to continuethe business of the Fund or if the required number of Directors is notelected within 60 days after the date on which the last Director ceased toact in that capacity, then the Fund shall be dissolved pursuant toSection 6.1 hereof and the assets of the Fund shall be liquidated anddistributed pursuant to Section 6.2 hereof.

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2.7 PARTNERS.

The Board of Directors may admit one or more Partners as of the first day ofeach calendar month; provided, however, that upon delivery to the Board ofDirectors of a letter of advice from counsel to the Adviser that theadmission of Partners more often than monthly will not cause the Fund to betaxed as a corporation, the Fund may, in the discretion of the Board ofDirectors, admit Partners more frequently. Subject to the foregoing terms, Partners may be admitted to the Fund subject to the condition that each such Partner shall execute an appropriate signature page of this Agreement or of the Fund’s subscription agreement pursuant to which such Partner agrees to bebound by all the terms and provisions hereof. The Board of Directors may in itsabsolute discretion reject any subscription for Interests. The admission of anyperson as a Partner shall be effective upon the revision of the books and recordsof the Fund to reflect the name and the contribution to the capital of the Fund of such additional Partner.

2.8 FISCAL YEAR.

The fiscal year of the Partnership shall end on March 31 of each year (oron the date of a final distributionpursuant to Section 6.2 hereof) or on such date as the Board of Directors shall determine.

2.9 BOTH DIRECTORS AND PARTNERS.

A Partner may at the same time be a Director and a Partner, in which eventsuch Partner's rights and obligations in each capacity shall be determinedseparately in accordance with the terms and provisions hereof or as provided inthe Delaware Act.

2.10 LIMITED LIABILITY.

The names of all of the Partners and the amounts of their respective contributions to the Fund and Investment Percentages are set forth in a schedule entitled “Schedule of Capital Contributions and Investment Percentages” (the “Schedule”) which shall be maintained with the records of the Fund at the General Partner’s principal office.  Each Limited Partner shall have reasonable access to records relating to its own Capital Account but will not have access to the Schedule.

Those Partners who are designated in the Schedule as Limited Partners and former Limited Partners shall be liable for the repayment and discharge of all debts and obligations of the Fund attributable to any fiscal year (or relevant portion thereof) during which they are or were Limited Partners of the Fund only to the extent of their respective interests in the Fund in the fiscal year (or relevant portion thereof) to which any such debts and obligations are attributable and shall not otherwise have any liability in respect of the debts and obligations of the Fund.

The Limited Partners and all former Limited Partners shall share all losses, liabilities or expenses suffered or incurred by virtue of the operation of the preceding paragraphs of this Section 2.10 in the proportions of their respective Investment Percentagesfor the fiscal year (or relevant portion thereof) to which any debts or obligations of the Fund are attributable.  Limited Partners or former Limited Partners shall share all losses, liabilities or expenses up to the limit of their respective interests in the Fund for such fiscal year (or relevant portion thereof).

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As used in this Sec. 2.10, the terms “interests in the Fund” and “interest in the Fund” shall mean with respect to any fiscal year (or relevant portion thereof) and with respect to each Partner (or former Partner) its interest in its Capital Account that such Partner (or former Partner) would have received (or in fact did receive) pursuant to the terms and provisions of this Agreement upon withdrawal from the Fund as of the end of such fiscal year (or relevant portion thereof).

Notwithstanding any other provision in this Agreement, in no event shall any Partner (or former Partner) be obligated to make any additional contribution to the Fund, or have any liability for the repayment and discharge of the debts and obligations of the Fund (apart from its interest in the Fund), except that a Partner (or former Partner) may be required, for purposes of meeting such Partner’s obligations under this Sec. 2.10, to make additional contributions or payments, respectively, up to, but in no event in excess of, the aggregate amount of returns of capital and other amounts actually received by it from the Fund during or after the fiscal year to which any debt or obligation is attributable.

As used in this Agreement, the term “former Partner” refers to any person or entity that hereafter from time to time ceases to be a Partner pursuant to the terms and provisions of this Agreement.

Except as provided under applicable law, a Directorshall not be liable for the Fund's debts, obligations and liabilities.

ARTICLE III

MANAGEMENT

3.1 MANAGEMENT AND CONTROL.

(a) Management and control of the business of the Fund shall bevested in the Board of Directors, which shall have the right, power andauthority, on behalf of the Fund and in its name, to exercise allrights, powers and authority of Directors under applicable law and to doall things necessary and proper to carry out the objective and business of the Fund and their duties hereunder including, but not limited to, thehiring of outside consultants and other persons to assist or advise theBoard of Directors. No Director shall have the authority individually toact on behalf of or to bind the Fund except within the scope of suchDirector's authority as delegated by the Board of Directors. The partieshereto intend that, except to the extent otherwise expressly providedherein, (i) each Director shall be vested with the same powers, authorityand responsibilities on behalf of the Fund as are customarily vested ineach director of a Delaware corporation and (ii) each Independent Directorshall be vested with the same powers, authority and responsibilities onbehalf of the Fund as are customarily vested in each director of aclosed-end management investment company registered under the InvestmentCompany Act that is organizedas a Delaware trust who is not an "interested person" of such companyas such term is defined in the Investment Company Act. During any period inwhich the Fund shall have no Directors, the Adviser shallcontinue to serve as the Adviser to the Fund and to providethe Management Services to the Fund.

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(b) To the extent consistent with Section 3.1(a) and the Investment Company Act, the General Partner shall exercise authority over the Fund. Except as authorized by the General Partner, the Limited Partners shall have no authority or right to act on behalf of the Fund in connection with any matter.  The General Partner has the right to delegate its responsibilities hereunder, including the responsibility of providing certain management, administrative and auditing services, to suitable parties that may be reasonably compensated by the Fund.  The General Partner may also retain such other suitable parties (including affiliates of the General Partner) to provide services to the Fund, including legal, consulting, accounting, administrative and auditing services.  Furthermore, the General Partner may enter into agreements with such parties on behalf of the Fund, which agreements may include provisions for the indemnification and exculpation of such parties, in certain circumstances, by the Fund.

(c) Each Partner agrees not to treat, on his personal income tax returnor in any claim for a tax refund, any item of income, gain, loss, deductionor credit in a manner inconsistent with the treatment of such item by the Fund. The Board of Directors shall have the exclusive authority anddiscretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws.

(d)Limited Partners shall have no right to participate in and shall take nopart in the management or control of the Fund's business and shall haveno right, power or authority to act for or bind the Fund. Partners shallhave the right to vote on any matters only as provided in this Agreement oron any matters that require the approval of the holders of votingsecurities under the Investment Company Act or as otherwise required in theDelaware Act.

(e) The Board of Directors may delegate to any other person anyrights, power and authority vested by this Agreement in the Board ofDirectors to the extent permissible under applicable law.

(f) Persons dealing with the Fund are entitled to rely conclusively upon the certificate of the General Partner to the effect that it is then acting as General Partner and upon the power and authority of the General Partner as herein set forth.

3.2 ACTIONS BY THE BOARD OF DIRECTORS.

(a) Unless provided otherwise in this Agreement, the Board ofDirectors shall act only: (i) by the affirmative vote of a majority of theDirectors (including the vote of a majority of the Independent Directors ifrequired by the Investment Company Act) present at a meeting duly called atwhich a quorum of the Directors shall be present (in person or, if inperson attendance is not required by the Investment Company Act, bytelephone) or (ii) by unanimous written consent of all of the Directorswithout a meeting, if permissible under the Investment Company Act.

(b) The Board of Directors may designate certain powers from time totime a Principal Director who shall preside at all meetings. Meetings ofthe Board of Directors may be called by the Principal Director or by anytwo Directors, and may be held on such date and at such time and place asthe Board of Directors shall determine. Each Director shall be entitled toreceive written notice of the date, time and place of such meeting within areasonable time in advance of the meeting. Notice need not be given to anyDirector who shall attend a meeting without objecting to the lack of noticeor who shall execute a written waiver of notice with respect to themeeting. Directors may attend and participate in any meeting by telephoneexcept where in person attendance at a meeting is required by theInvestment Company Act. A majority of the Directors shall constitute aquorum at any meeting.

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3.3 MEETINGS OF PARTNERS.

(a) Actions requiring the vote of the Partners may be taken at any dulyconstituted meeting of the Partners at which a quorum is present. Meetingsof the Partners may be called by the Board of Directors or by Partnersholding 25% or more of the total number of votes eligible to be cast by all Partners, and may be held at such time, date and place as the Board ofDirectors shall determine. The Board of Directors shall arrange to providewritten notice of themeeting, stating the date, time and place of the meeting and the recorddate therefor, to each Partner entitled to vote at the meeting within areasonable time prior thereto. Failure to receive notice of a meeting onthe part of any Partner shall not affect the validity of any act orproceeding of the meeting, so long as a quorum shall be present at themeeting, except as otherwise required by applicable law. Only matters setforth in the notice of a meeting may be voted on by the Partners at ameeting. The presence in person or by proxy of Partners holding a majorityof the total number of votes eligible to be cast by all Partners as of therecord date shall constitute a quorum at any meeting. In the absence of aquorum, a meeting of the Partners may be adjourned by action of a majorityof the Partners present in person or by proxy without additional notice tothe Partners. Except as otherwise required by any provision of thisAgreement or of the Investment Company Act, (i) those candidates receivinga plurality of the votes cast at any meeting of Partners shall be elected asDirectors and (ii) all other actions of the Partners taken at a meetingshall require the affirmative vote of Partners holding a majority of thetotal number of votes eligible to be cast by those Partners who are presentin person or by proxy at such meeting.

(b) Each Partner shall be entitled to cast at any meeting of Partners anumber of votes equivalent to such Partner's Investment Percentage as of therecord date for such meeting. The Board of Directors shall establish arecord date not less than 10 nor more than 60 days prior to the date of anymeeting of Partners to determine eligibility to vote at such meeting and thenumber of votes that each Partner will be entitled to cast thereat, andshall maintain for each such record date a list setting forth the name ofeach Partner and the number of votes that each Partner will be entitled tocast at the meeting.

(c) A Partner may vote at any meeting of Partners by a proxy properlyexecuted in writing by the Partner and filed with the Fund before or at< font style="DISPLAY: inline; COLOR: #000000">the time of the meeting. A proxy may be suspended or revoked, as the casemay be, by the Partner executing the proxy by a later writing delivered to the Fund at any time prior to exercise of the proxy or if the Partner executing the proxy shall be present at the meeting and decide to vote inperson. Any action of the Partners that is permitted to be taken at ameeting of the Partners may be taken without a meeting if consents inwriting, setting forth the action taken, are signed by Partners holding amajority of the total number of votes eligible to be cast or such greaterpercentage as may be required in order to approve such action.

3.4 CUSTODY OF ASSETS OF THE FUND.

The physical possession of all funds, Securities or other properties of the Fund shall at all times, be held, controlled and administered by one or morecustodians retained by the Fund in accordance with the requirements of theInvestment Company Act and the rules thereunder.

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3.5 OTHER ACTIVITIES OF PARTNERS AND DIRECTORS.

(a) The Directors shall not be required to devote full time to theaffairs of the Fund, but shall devote such time as may reasonably berequired to perform their obligations under this Agreement.

(b) Any Partner or Director, and any Affiliate of any Partner orDirector, may engage in or possess an interest in other business venturesor commercial dealings of every kindand description, independently or with others, including, but not limitedto, acquisition and disposition of Securities, provision of investmentadvisory or brokerage services, serving as directors, officers, employees,advisors or agents of other companies, partners of any partnership, Partnersof any Limited Partnership, or trustees of any trust, or enteringinto any other commercial arrangements. No Partner or Director shall haveany rights in or to such activities of any other Partner or Director, or anyprofits derived therefrom.

3.6 DUTY OF CARE.

(a) A Director shall not be liable to the Fund or to any of its Partners for any loss or damage occasioned by any act or omission in theperformance of his or her services under this Agreement, unless it shall bedetermined by final judicial decision on the merits from which there is nofurther right to appeal that such loss is due to an act or omission of suchDirector constituting willful misfeasance, bad faith, gross negligence orreckless disregard of the duties involved in the conduct of such Director'soffice.

(b)Partners not in breach of any obligation hereunder or under anyagreement pursuant to which the Partner subscribed for a Interest or Interests shallbe liable to the Fund, any Partner or third parties only as providedunder the Delaware Act.

3.7 INDEMNIFICATION.

(a) To the fullest extent permitted by law, the Fund shall, subjectto Section 3.7(b) hereof, indemnify each Director (including for thispurpose his or her executors, heirs, assigns, successors or other legalrepresentatives), against all losses, claims, damages, liabilities, costsand expenses, including, but not limited to, amounts paid in satisfactionof judgments, in compromise, or as fines or penalties, and reasonablecounsel fees, incurred in connection with the defense or disposition of anyaction, suit, investigation or other proceeding, whether civil or criminal,before any judicial, arbitral, administrative or legislative body, in whichsuch indemnitee may be or may have been involved as a party or otherwise,or with which such indemnitee may be or may have been threatened, while inoffice or thereafter, by reason of being or having been a Director of the Fund or the past or present performance of services to the Fund bysuch indemnitee, except to the extent such loss, claim, damage, liability,cost or expense shall have been finally determined in a decision on themerits in any such action, suit, investigation or other proceeding to havebeen incurred or suffered by such indemnitee by reason of willfulmisfeasance, bad faith, gross negligence, or reckless disregard of theduties involved in the conduct of such indemnitee's office. The rights ofindemnification provided under this Section 3.7 shall not be construed soas to provide for indemnification of a Director for any liability(including liability under federal securities laws which, under certaincircumstances, impose liability even on persons that act in good faith) tothe extent (but only to the extent) that such indemnification would be inviolation of applicable law, but shall be construed so as to effectuate theapplicable provisions of this Section 3.7 to the fullest extent permittedby law.

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(b) Expenses, including reasonable counsel fees, so incurred by anysuch indemnitee (but excluding amounts paid in satisfaction of judgments,in compromise, or as fines or penalties), may be paid from time to time by the Fund in advance of the final disposition of any such action, suit,investigation or proceeding upon receipt of an undertaking by or on behalfofsuch indemnitee to repay to the Fund amounts so paid if it shallultimately be determined that indemnification of such expenses is notauthorized under Section 3.7 (a) hereof; provided, however, that (i) suchindemnitee shall provide security for such undertaking, (ii) the Fund shall be insured by or on behalf of such indemnitee against losses arisingby reason of such indemnitee's failure to fulfill such undertaking, or(iii) a majority of the Directors (excluding any Director who is eitherseeking advancement of expenses hereunder or is or has been a party to anyother action, suit, investigation or proceeding involving claims similar tothose involved in the action, suit, investigation or proceeding giving riseto a claim for advancement of expenses hereunder) or independent legalcounsel in a written opinion shall determine based on a review of readilyavailable facts (as opposed to a full trial-type inquiry) that there isreason to believe such indemnitee ultimately will be entitled toindemnification.

(c) As to the disposition of any action, suit, investigation orproceeding (whether by a compromise payment, pursuant to a consent decreeor otherwise) without an adjudication or a decision on the merits by acourt, or by any other body before which the proceeding shall have beenbrought, that an indemnitee is liable to the Fund or its Partners byreason of willful misfeasance, bad faith, gross negligence, or recklessdisregard of the duties involved in the conduct of such indemnitee'soffice, indemnification shall be provided pursuant to Section 3.7(a) hereofif (i) it is approved as in the best interests of the Fund by a majorityof the Directors (excluding any Director who is either seekingindemnification hereunder or is or has been a party to any other action,suit, investigation or proceeding involving claims similar to thoseinvolved in the action, suit, investigation or proceeding giving rise to aclaim for indemnification hereunder) upon a determination based upon areview of readily available facts (as opposed to a full trial-type inquiry)that such indemnitee acted in good faith and in the reasonable belief thatsuch actions were in the best interests of the Fund and that suchindemnitee is not liable to the Fund or its Partners by reason of willfulmisfeasance, bad faith, gross negligence, or reckless disregard of theduties involved in the conduct of such indemnitee's office, or (ii) theBoard of Directors secures a written opinion of independent legal counselbased upon a review of readily available facts (as opposed to a fulltrial-type inquiry) to the effect that such indemnification would notprotect such indemnitee against any liability to the Fund or its Partnersto which such indemnitee would otherwise be subject by reason of willfulmisfeasance, bad faith, gross negligence, or reckless disregard of theduties involved in the conduct of such indemnitee's office.

(d) Any indemnification or advancement of expenses made pursuant tothis Section 3.7 shall not prevent the recovery from any indemnitee of anysuch amount if such indemnitee subsequently shall be determined in adecision on the merits in any action, suit, investigation or proceedinginvolving the liability or expense that gave rise to such indemnificationor advancement of expenses to be liable to the Fund or its Partners byreason of willful misfeasance, bad faith, gross negligence, or recklessdisregard of the duties involved in the conduct of such indemnitee'soffice. In (i) any suit brought by a Director (or other person entitled toindemnification hereunder) to enforce a right to indemnification under thisSection 3.7 it shall be a defense that, and (ii) in any suit in the name of the Fund to recover any indemnification or advancement of expenses madepursuant to this Section 3.7 the Fund shall be entitled to recover suchexpenses upon a final adjudication that, the Director or other personclaiming a right to indemnification under this Section 3.7 has not met theapplicable standard of conduct set forth in this Section 3.7. In any suchsuit brought to enforce a right to indemnification or to recover anyindemnification or advancement of expenses made pursuant to this Section3.7, the burden ofproving that the Director or other person claiming a right toindemnification is not entitled to be indemnified, or to anyindemnification or advancement of expenses, under this Section 3.7 shall beon the Fund (or any Partner acting derivatively or otherwise on behalf of the Fund or its Partners).

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(e) An indemnitee may not satisfy any right of indemnification oradvancement of expenses granted in this Section 3.7 or to which suchindemnitee may otherwise be entitled except out of the assets of the Fund, and no Partner shall be personally liable with respect to any suchclaim for indemnification or advancement of expenses.

(f) The rights of indemnification provided hereunder shall not beexclusive of or affect any other rights to which any person may be entitledby contract or otherwise under law. Nothing contained in this Section 3.7shall affect the power of the Fund to purchase and maintain liabilityinsurance on behalf of any Director or other person.

3.8 FEES, EXPENSES AND REIMBURSEMENT.

(a) So long as the Adviser provides Advisory Services to the Fund, it shall be entitled to receive fees for such services as maybe agreed to by the Adviser and the Fund pursuant to theInvestment Advisory Agreement.

(b) The Board of Directors may cause the Fund to compensate eachDirector for his or her services as such. In addition, the Directors shallbe reimbursed by the Fund for reasonable out-of-pocket expenses incurredby them in performing their duties under this Agreement.

(c) The Fund shall bear all of its own operating expenses otherthan those specifically required to be borne by the Adviser oranother party pursuant to the Investment Advisory Agreement or anotheragreement with the Fund. The Adviser shall be entitled toreimbursement from the Fund for any expenses that it pays on behalf of the Fund.

(d) For purposes of maintaining the Partners' Capital Accounts, the Fund’s organizational expenses shall be allocated by the General Partner among the Partners based on each Partner's Investment Percentage as of theallocation date that next follows the Initial Closing Date and the dateorganizational expenses are incurred. These allocations will thereafter beadjusted, together with allocations of any subsequently incurredorganizational expenses, on subsequent allocation dates through andincluding the date which is twelve months after the Initial Closing Date.

(e) Subject to procuring any required regulatory approvals, from timeto time the Fund may, alone or in conjunction with other accounts forwhich the Adviser, or any Affiliate of the Adviser,acts as general partner or investment adviser, purchase Insurance in suchamounts, from such insurers and on such terms as the Board of Directorsshall determine.

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ARTICLE IV.

TERMINATION OF STATUS OF ADVISER AND DIRECTORS, TRANSFERS AND REPURCHASES

4.1 TERMINATION OF STATUS OF THE ADVISER.

The status of the Adviser shall terminate if the Investment Advisory Agreement with the Adviser terminates and the Fund doesnot enter into a new Investment Advisory Agreement with the Adviser, effective as of the date of such termination.

4.2 TERMINATION OF STATUS OF A DIRECTOR.

The status of a Director shall terminate if the Director (i) shall die;(ii) shall be adjudicated incompetent; (iii) shall voluntarily withdraw as aDirector (upon not less than 90 days' prior written notice to the otherDirectors); (iv) shall be removed; (v) shall be certified by a physician to bementally or physically unable to perform his duties hereunder; (vi) shall bedeclared bankrupt by a court with appropriate jurisdiction, file a petitioncommencing a voluntary case under any bankruptcy law or make an assignment forthe benefit of creditors; (vii) shall have a receiver appointed to administerthe property or affairs of such Director; or (viii) shall otherwise cease to bea Director of the Fund under the Delaware Act.

4.3 REMOVAL OF THE DIRECTORS.

Any Director may be removed either by (a) the vote or written consent of atleast two-thirds (2/3) of the Directors not subject to the removal vote or (b) the vote or written consent of Partners holding not less than two-thirds (2/3) ofthe total number of votes eligible to be cast by all Partners.

4.4 TRANSFER OF INTERESTS OF PARTNERS.

(a)Interests of a Partner may be Transferred only (i) by operation of lawpursuant to the death, divorce, bankruptcy, insolvency or dissolution ofsuch Partner or (ii) with the written consent of the Board of Directors(which may be withheld in its sole discretion); provided, however, that theBoard of Directors may not consent to any Transfer other than a Transfer(i) in which the tax basis of the Interests in the hands of the transferee isdetermined, in whole or in part, by reference to its tax basis in the handsof the transferor (e.g., certain Transfers to affiliates, gifts andcontributions to family partnerships), (ii) to Partners of the Partner'simmediate family (brothers, sisters, spouse, parents and children), or(iii) a distribution from a qualified retirement plan or an individualretirement account, unless it consults with counsel to the Fund andcounsel to the Fund confirms that such Transfer will not cause the Fund to be treated as a "publicly traded partnership" taxable as acorporation.

(b) The Board of Directors may not consent to a Transfer of Interestsunless: (i) the person to whom such Interests are Transferred is a person whom the Fund believes is an accredited investor, as such term is defined inRegulation D under the Securities Act of 1933 or any successor thereto;and(ii) all of the Interests of the Partner are Transferred to a single transfereeor, after the Transfer of Interests, the balance of the Capital Account of eachof the transferee and transferor is not less than $25,000. Any transfereethat acquires Interests by operation of law as the result of the death,divorce, bankruptcy, insolvency or dissolution of a Partner or otherwise,shall be entitled to the allocations and distributions allocable to the Interest or Interests so acquired and to Transfer such Interest or Interests in accordancewith the terms of this Agreement, but shall not be entitled to the otherrights of a Partner unless and until such transferee becomes a substituted Partner. If a Partner transfers Interests with the approval of the Board ofDirectors, the Board of Directors shall promptly take all necessary actionsso that the transferee to whom such Interests are transferred is admitted to the Fund as a Partner. Each Partner effecting a Transfer and itstransferee agree to pay all expenses, including attorneys' and accountants'fees, incurred by the Fund in connection with such Transfer.

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(c) Each Partner shall indemnify and hold harmless the Fund, theDirectors, the Adviser, each other Partner and any Affiliate ofthe foregoing against all losses, claims, damages, liabilities, costs andexpenses (including legal or other expenses incurred in investigating ordefending against any such losses, claims, damages, liabilities, costs andexpenses or any judgments, fines and amounts paid in settlement), joint orseveral, to which such persons may become subject by reason of or arisingfrom (i) any Transfer made by such Partner in violation of this Section 4.4and (ii) any misrepresentation by such Partner in connection with any suchTransfer.

4.5 REPURCHASE OF INTERESTS.

(a) Except as otherwise provided in this Agreement, no Partner or otherperson holding a Interest or Interests shall have the right to withdraw or tenderto the Fund for repurchase that person's Interests or any portion thereof.The Board of Directors from time to time, in its complete and exclusivediscretion and on such terms and conditions as it may determine, may cause the Fund to repurchase Interests or portions thereof pursuant to writtentendersfollowing the one year anniversary of an initial capital contribution (the “Lock-Up Period”).  Indetermining whether to cause the Fund to repurchase Interests or portionsthereof pursuant to written tenders, the Board of Directors shall considerthe recommendation of the Adviser, and shall also consider thefollowing factors, among others:

1)  whether any Partners have requested to tender Interests orportions thereof to the Fund;

(2)  the liquidity of the Fund's assets;

(3)  the investment plans and working capital requirements of the Fund;

(4)  the relative economies of scale with respect to the size of the Fund;

(5)  the history of the Fund in repurchasing Interests or portionsthereof;

(6)  the availability of information as to the value of the Fund’s interest in the Investment Funds;

(7)  the economic condition of the securities markets; and

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(8)  the anticipated tax consequences of any proposed repurchasesof Interests or portions thereof.

(b) The Adviser may tender its Interests or any portion thereofas a Partner under Section 4.5(a) hereof.

(c) The Board of Directors, in its sole discretion, may require the Fund to repurchase, and any Partner or any person acquiring a Interest or Interests from or through a Partner, to sell, a Interest or Interests for any reasonwhatsoever.

(d) Repurchases of Interests or portions thereof by the Fund shall bepayable promptly after the date of each such repurchase or, in the case ofan offer by the Fund to repurchase Interests, promptly after the expirationdate of such repurchase offer in accordance with the terms of the Fund'srepurchase offer and the repurchase procedures adopted by the Board ofDirectors, as the same may be amended from time to time. Payment of thepurchase price of Interests may consist of cash or a promissory note, whichneed not bear interest. Notwithstanding anything in the foregoing to thecontrary, the Board of Directors, in its discretion, may pay all or anyportion of the repurchase price in marketable or non-marketable Securities(or any combination of Securities and cash) having a value, determined asof the date of repurchase, equal to the amount to be repurchased. Allrepurchases of Interests shall be subject to any and all conditions as theBoard of Directors may impose in its sole discretion. The amount due to any Partner whose Interests are repurchased shall be equal to the value of such Partner's Capital Account or portion thereof, as applicable, as of theeffective date of repurchase, after giving effect to all allocations to bemade to such Partner's Capital Account as of the close of business on suchdate.

ARTICLE V.

CAPITAL

5.1 CONTRIBUTIONS TO CAPITAL.

(a) The minimum initial contribution of each Partner to the capital of the Fund shall be such amount as the Board of Directors, in itsdiscretion, may determine from time to time, but in no event shall be lessthan $10,000,000.00. There shall be no minimum initial contribution for the General Partner, its officers, directors, and employees and affiliates thereof.  There shall be no minimum initial contribution for Persimmon Growth Partners Investor Fund or Persimmon Growth Partners Broker-Dealer Fund.  The amount of the initial contribution of each Partner on theInitial Closing Date shall be recorded on the books and records of the Fund upon acceptance as a purchase of Interestsat the then-existing net asset value per Interest. TheDirectors shall not be entitled to make voluntary contributions of capitalto the Fund as Directors of the Fund, but may make voluntarycontributions to the capital of the Fund as Partners. The Adviser may make voluntary contributions to the capital of the Fund as a Partner.

(b) The Partners may make additional contributions to the capital of the Fund of at least $1,000,000.00, effective as of such times as the Board ofDirectors in its discretion may permit, subject to the limitationsapplicable to the admission of Partners pursuant to Section15hereof, but no Partner shall be obligated to make any additionalcontribution to the capital of the Fund except to the extent provided inSection 5.6 hereof.  There shall be no minimum additional contribution for the General Partner, its officers, directors, and employees and affiliates thereof.  There shall be no minimum additional contribution for Persimmon Growth Partners Investor Fund or Persimmon Growth Partners Broker-Dealer Fund.

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(c) Except as otherwise permitted by the Board of Directors, (i)initial and any additional contributions to the capital of the Fund byany Partner shall be payable in cash or in such Securities that the Board ofDirectors, in its absolute discretion, may agree to accept on behalf of the Fund, and (ii) initial and any additional contributions in cash shall bepayable in readily available funds at the date of the proposed acceptanceof the contribution. The Fund shall charge each Partner making acontribution in Securities to the capital of the Fund such amount as maybe determined by the Board of Directors not exceeding 2% of the value ofsuch contribution in order to reimburse the Fund for any costs incurredby the Fund by reason of accepting such Securities, and any such chargeshall be due and payable by the contributing Partner in full at the time thecontribution to the capital of the Fund to which such charges relate isdue. The value of contributed Securities shall be determined in accordancewith Section 7.3 hereof as of the date of contribution.

(d) The minimum initial and additional contributions set forth in (a) and (b) of this Section 5.1 may be reduced by the General Partner inaccordance with such schedule of reductions as may be adopted by the General Partner it its sole discretion.

5.2 RIGHTS OF PARTNERS TO CAPITAL.

No Partner shall be entitled to interest on any contribution to the capitalof the Fund, nor shall any Partner be entitled to the return of any capital of the Fund except (i) upon the repurchase by the Fund at the discretion ofThe Board of Directors of a Interest or all of such Partner's Interests pursuant toSection 4.5 hereof, (ii) pursuant to the provisions of Section 5.6(c) hereof or(iii) upon the liquidation of the Fund's assets pursuant to Section 6.2hereof. No Partner shall be liable for the return of any amounts distributedunder this Section 5.2. No Partner shall have the right to require partition of the Fund's property or to compel any sale or appraisal of the Fund'sassets.

5.3 CAPITAL ACCOUNTS.

(a) The Fund shall maintain a separate Capital Account for each Partner.

(b) Each Partner's Capital Account shall have an initial balance equalto the amount of cash and the value of any Securities (determined inaccordance with Section 7.3 hereof) (net of any liabilities secured by suchSecurities that the Fund is considered to assume or take subject tounder Section 752 of the Code) constituting such Partner's initialcontribution to the capital of the Fund.

(c) Each Partner's Capital Account shall be increased by the sum of (i)the amount of cash and the value of any Securities (determined inaccordance with Section 7.3 hereof) (net of any liabilities secured by suchSecurities that the Fund is considered to assume or take subject tounder Section 752 of the Code) constituting additional contributions bysuch Partner to the capital of the Fund permitted pursuant to Section 5.1hereof, plus (ii) all amounts credited to such Partner's Capital Accountpursuant to Sections 5.4 through 5.6.

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(d) Each Partner's Capital Account shall be reduced by the sum of (i)the amount of any repurchase of any Interests of such Partner or distributionsto such Partner pursuant to Sections 4.5, 5.8 or 6.2 hereof which are notreinvested (net of any liabilities secured by any asset distributed thatsuch Partner is deemed to assume or take subject to under Section 752 of theCode), plus (ii) any amounts debited against such Capital Account pursuantto Sections 5.4 through 5.6 hereof.

5.4 ALLOCATION OF NET PROFIT AND NET LOSS.

As of the last day of each Allocation Period, any Net Profit or Net Lossfor the Allocation Period shall be allocated among and credited to or debitedagainst the Capital Accounts of the Partners in accordance with their respectiveInvestment Percentages for such Allocation Period.

5.5 ALLOCATION OF CERTAIN EXPENDITURES.

Except as otherwise provided for in this Agreement and unless prohibited bythe Investment Company Act, any expenditures payable by the Fund, to theextent determined by the Board of Directors to have been paid or withheld onbehalf of, or by reason of particular circumstances applicable to, one or morebut fewer than all of the Partners, shall be charged to only those Partners onwhose behalf such payments are made or whose particular circumstances gave riseto such payments. Such charges shall be debited from the Capital Accounts ofsuch Partners as of the close of the Allocation Period during which any suchitems were paid or accrued by the Fund.

5.6 RESERVES.

(a) Appropriate reserves may be created, accrued and charged againstNet Assets and proportionately against the Capital Accounts of the Partnersfor contingent liabilities, if any, as of the date any such contingentliability becomes known to the Adviser or the Board ofDirectors, such reserves to be in the amounts that the Board of Directorsin its sole discretion deems necessary or appropriate. The Board ofDirectors may increase or reduce any such reserves from time to time bysuch amounts as the Board of Directors in its sole discretion deemsnecessary or appropriate. The amount of any such reserve, or any increaseor decrease therein, shall be proportionately charged or credited, asappropriate, to the Capital Accounts of those parties who are Partners atthe time when such reserve is created, increased or decreased, as the casemay be; provided, however, that if any such individual reserve item,adjusted by any increase therein, exceeds the lesser of $1,000,000 or 1% ofthe aggregate value of the Capital Accounts of all such Partners, the amountof such reserve, increase, or decrease shall instead be charged or creditedto those parties who were Partners at the time, as determined by the Boardof Directors in its sole discretion, of the act or omission giving rise tothe contingent liability for which the reserve was established, increasedor decreased in proportion to their Capital Accounts at that time.

(b) If at any time an amount is paid or received by the Fund (otherthan contributions to the capital of the Fund, distributions orrepurchases of Interests or portions thereof) and such amount exceeds thelesser of $1,000,000 or 1% of the aggregate value of the Capital Accounts ofall Partners at the time of payment or receipt and such amount was notaccrued or reserved for but would nevertheless, in accordance with the Fund’s accounting practices, be treated as applicable to one or moreprior Allocation Periods, then such amount shall be proportionately chargedor credited, as appropriate, to those parties who were Partners during suchprior Allocation Period or Periods.

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(c) If any amount is required by paragraph (a) or (b) of this Section5.6 to be charged or credited to a party who is no longer a Partner, suchamount shall be paid by or to such party, as the case may be, in cash, withinterest from the date on which the Board of Directors determines that suchcharge or credit is required. In the case of a charge, the former Partner shall be obligated to pay the amount of the charge, plus interest asprovided above, to the Fund on demand; provided, however, that (i) in noevent shall a former Partner be obligated to make a payment exceeding theamount of such Partner's Capital Account at the time to which the chargerelates; and (ii) no such demand shall be made after the expiration ofthree years since the date on which such party ceased to be a Partner. Tothe extent that a former Partner fails to pay to the Fund, in full, anyamount required to be charged to such former Partner pursuant to paragraph (a) or (b), whether due to the expiration of the applicable limitationperiod or for any other reason whatsoever, the deficiency shall be chargedproportionately to the Capital Accounts of the Partners at the time of theact or omission giving rise to the charge to the extent feasible, andotherwise proportionately to the Capital Accounts of the current Partners.

5.7 TAX ALLOCATIONS.

For each Taxable Year, items of income, deduction, gain, loss or creditshall be allocated for income tax purposes among the Partners in such manner asto reflect equitably amounts credited or debited to each Partner's CapitalAccount for the current and prior fiscal years (or relevant portions thereof).Allocations under this Section 5.7 shall be made pursuant to the principles ofSections 704(b) and 704(c) of the Code and in conformity with RegulationsSections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(4)(i) and 1.704-3(e) promulgatedthereunder, as applicable, or the successor provisions to such Section andRegulations. Notwithstanding anything to the contrary in this Agreement, thereshall be allocated to the Partners such gains or income as shall be necessary tosatisfy the "qualified income offset" requirement of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

If the Fund realizes net capital gains (including net short-term capitalgains) for Federal income tax purposes ("gains") for any Taxable Year during oras of the end of which all the Interests of one or more Positive Basis Partners (ashereinafter defined) are repurchased by the Fund pursuant to Article IV, theBoard of Directors,in its sole discretion, may allocate such net gains as follows: (i) to allocatesuch gains among such Positive Basis Partners, PRO RATA in proportion to therespective Positive Basis (as hereinafter defined) of each such Positive Basis Partner, until either the full amount of such net gains shall have been soallocated or the Positive Basis of each such Positive Basis Partner shall havebeen eliminated and (ii) to allocate any net gains not so allocated to PositiveBasis Partners to the other Partners in such manner as shall equitably reflect theamounts allocated to such Partners' Capital Accounts pursuant to Section 5.4.

As used herein, (i) the term "Positive Basis" shall mean, with respect toany Partner and as of any time of calculation, the excess of the amount such Partner is entitled to receive upon repurchase of his Interests or liquidation of the Fund, over such Partner's "adjusted tax basis," for Federal income taxpurposes, in its Interests as of such time (determined without regard to anyadjustments made to such "adjusted tax basis" by reason of any transfer orassignment of such Interests, including by reason of death, and without regard tosuch Partner's share of the liabilities of the Fund under Section 752 of theCode), (ii) the term "Positive Basis Partner" shall mean any Partner whose Interestsare repurchased by the Fund and who has Positive Basis as of the effectivedate of such repurchase, but such Partner shall cease to be a Positive Basis Partner at such time as it shall have received allocations pursuant to clause (i)of the second paragraph of this Section 5.7 equal to its Positive Basis as ofthe effective date of such repurchase, (iii) the term "Negative Basis" means,with respect to any Partner and as of any time of calculation the excess of such Partner's "adjusted tax basis" in its Interests (determined without regard to anyadjustments made to such adjusted tax basis by reason of any transfer orassignment of such Interests, including by reason of death and without regard tosuch Partner's share of the liabilities of the Fund under section 752 of theCode) over the amount which such Partner is entitled to receive upon repurchaseof his Interests or liquidation of the Fund, and (iv) the term "Negative Basis Partner" shall mean any Partner whose Interests are repurchased by the Fund and whohas a Negative Basis as of the effective date of such repurchase, but such Partner shall cease to be a Negative Basis Partner at such time if it shall havereceived allocations equal to such Partner's Negative Basis as of the effectivedate of the repurchase.

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5.8 DISTRIBUTIONS.

The Board of Directors, in its sole discretion, may authorize the Fund to make distributions in cash at any time to all of the Partners on a pro ratabasis in accordance with the Partners' Investment Percentages.

5.9 WITHHOLDING.

(a) The Board of Directors may withhold and pay over to the InternalRevenue Service (or any other relevant taxing authority) taxes from anydistribution to any Partner to the extent required by the Code or any otherapplicable law.

(b) For purposes of this Agreement, any taxes so withheld by the Fund with respect to any amount distributed by the Fund to any Partner shall be deemed to be a distribution or payment to such Partner, reducingthe amount otherwise distributable to such Partner pursuant to thisAgreement and reducing the Capital Account of such Partner. If the amount ofsuch taxes is greater than any such distributable amounts, then such Partner and anysuccessor to such Partner's Interests shall pay to the Fund as a contributionto the capital of the Fund, upon demand of the Board of Directors, theamount of such excess.

(c) The Board of Directors shall not be obligated to apply for orobtain a reduction of or exemption from withholding tax on behalf of any Partner that may be eligible for such reduction or exemption. To the extentthat a Partner claims to be entitled to a reduced rate of, or exemptionfrom, a withholding tax pursuant to an applicable income tax treaty, orotherwise, the Partner shall furnish the Board of Directors with suchinformation and forms as such Partner may be required to complete wherenecessary to comply with any and all laws and regulations governing theobligations of withholding tax agents. Each Partner represents and warrantsthat any such information and forms furnished by such Partner shall be trueand accurate and agrees to indemnify the Fund and each of the Partnersfrom any and all damages, costs and expenses resulting from the filing ofinaccurate or incomplete information or forms relating to such withholdingtaxes.

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ARTICLE VI.

DISSOLUTION AND LIQUIDATION

6.1 DISSOLUTION.

The Fund shall be dissolved:

(a) upon the affirmative vote to dissolve the Fund by: (i) theBoard of Directors or (ii) Partners holding at least two-thirds (2/3) of thetotal number of votes eligible to be cast by all Partners;

(b) upon the failure of Partners to elect a successor Director at ameeting called by the Adviser in accordance with Section 2.6(c) hereof when no Director remains to continue the business of the Fund;

(c) upon the expiration of any two year period that commences on thedate on which any Partner has submitted a written notice to the Fund requesting to tender its Interests for repurchase by the Fund if such Interestshave not been repurchased by the Fund; or

(d) as required by operation of law.

Dissolution of the Fund shall be effective on the later of the day onwhich the event giving rise to the dissolution shall occur or the conclusion ofany applicable 60 day period during which the Board of Directors and Partners mayelect to continue the business of the Fund as provided above, but the Fund shall not terminate until the assets of the Fund have been liquidated inaccordance with Section 6.2 hereof and the Certificate has been canceled.

6.2 LIQUIDATION OF ASSETS.

(a) Upon the dissolution of the Fund as provided in Section 6.1hereof, the Board of Directors shall promptly appoint the Administrator asthe liquidator and the Administratorshall liquidate the business and administrative affairs of the Fund,except that if the Board of Directors does not appoint the Administrator asthe liquidator or the Administrator is unable to perform this function, aliquidator elected by Partners holding a majority of the total number ofvotes eligible to be cast by all Partners shall promptly liquidate thebusiness and administrative affairs of the Fund. Net Profit and Net Lossduring the period of liquidation shall be allocated pursuant to Section 5.4hereof. The proceeds from liquidation (after establishment of appropriatereserves for contingencies in such amount as the Board of Directors orliquidator shall deem appropriate in its sole discretion as applicable)shall be distributed in the following manner:

(1) the debts of the Fund, other than debts, liabilities orobligations to Partners, and the expenses of liquidation (includinglegal and accounting expenses incurred in connection therewith), up toand including the date that distribution of the Fund's assets tothe Partners has been completed, shall first be paid on a pro ratabasis;

(2) such debts, liabilities or obligations as are owing to the Partners shall next be paid in their order of seniority and on a prorata basis; and

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(3) the Partners shall next be paid on a pro rata basis inaccordance with their respective Capital Accounts after giving effectto all allocations to be made to such Partners' Capital Accounts forthe Allocation Period ending as of the close of business on the dateof the distributions under this Section 6.2(a)(3).

(b) Anything in this Section 6.2 to the contrary notwithstanding, upondissolution of the Fund, the Board of Directors or other liquidator maydistribute ratably in kind any assets of the Fund; provided, however,that if any in-kind distribution is to be made (i) the assets distributedin kind shall be valued pursuant to Section 7.3 hereof as of the actualdate of their distribution and charged as so valued and distributed againstamounts to be paid under Section 6.2(a) above, and (ii) any profit or lossattributable to property distributed in-kind shall be included in the NetProfit or Net Loss for the Allocation Period ending on the date of suchdistribution.

ARTICLE VII.

ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS

7.1 ACCOUNTING AND REPORTS.

(a) The Fund shall adopt for tax accounting purposes any accountingmethod that the Board of Directors shall decide in its sole discretion isin the best interests of the Fund. The Fund’s accounts shall bemaintained in U.S. currency.

(b) As soon as practicable after the end of each Taxable Year, the Fund shall furnish to each Partner such information regarding theoperation of the Fund and such Partner's Interests as is necessary for Partners to complete Federal, state and local income tax or informationreturns and any other tax information required by Federal, state or locallaw.

(c) Except as otherwise required by the Investment Company Act, or asmay otherwise be permitted by rule, regulation or order, within 60 daysafter the close of the period for which a report required under thisSection 7.1(c) is being made, the Fund shall furnish to each Partner a quarterly report and an annual report containing the informationrequired by such rule, regulation or order. The Fund shall causefinancial statements contained in each annual report furnished hereunder tobe accompanied by a certificate of independent public accountants basedupon an audit performed in accordance with generally accepted accountingprinciples. The Fund may furnish to each Partner such other periodicreports as it deems necessary or appropriate in its discretion.

7.2 DETERMINATIONS BY THE BOARD OF DIRECTORS.

(a) All matters concerning the determination and allocation among the Partners of the amounts to be determined and allocated pursuant to Article Vhereof, including any taxes thereon and accounting procedures applicablethereto, shall be determined by the Board of Directors unless specificallyand expressly otherwise provided for by the provisions of this Agreement orrequired by law, and such determinations and allocations shall be final andbinding on all the Partners.

(b) The Board of Directors may make such adjustments to thecomputation of Net Profit, Net Loss or any components comprising either ofthe foregoing as it considers appropriate to reflect fairly and accuratelythe financial results of the Fund and the intended allocation thereofamong the Partners.

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7.3 VALUATION OF ASSETS.

(a) Except as may be required by the Investment Company Act, the Boardof Directors shall value or have valued any Securities or other assets andliabilities of the Fund as of the close of business on the last day ofeach Allocation Period in accordance with such valuation procedures asshall be established from time to time by the Board of Directors and whichconform to the requirements of the Investment Company Act. In determiningthe value of the assets of the Fund, no value shall be placed on thegoodwill or name of the Fund, or the office records, files, statisticaldata or any similar intangible assets of the Fund not normally reflectedin the Fund's accounting records, but there shall be taken intoconsideration any items of income earned but not received, expensesincurred but not yet paid, liabilities, fixed or contingent, and any otherprepaid expenses to the extent not otherwise reflected in the books ofaccount, and the value of options or commitments to purchase or sellSecurities or commodities pursuant to agreements entered into prior to suchvaluation date.

(b) The Fund will value interests in Investment Funds at fairvalue, which ordinarily will be the value determined by their investmentmanagers in accordance with the policies established by the relevant Investment Fund.

(c) The value of Securities and other assets of the Fund and thenet worth of the Fund as a whole determined pursuant to this Section 7.3shall be conclusive and binding on all of the Partners and all partiesclaiming through or under them.

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

8.1 AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT.

(a) Except as otherwise provided in this Section 8.1, this Agreementmay be amended, in whole or in part, with the approval of (i) the Board ofDirectors or (ii) a majority of the outstanding Interests of the Fund.

(b) Any amendment that would:

(1) increase the obligation of a Partner to make any contributionto the capital of the Fund;

(2) reduce the Capital Account of a Partner other than inaccordance with Article V; or

(3) modify the events causing the dissolution of the Fund; maybe made only if (i) the written consent of each Partner adverselyaffected thereby is obtained prior to the effectiveness thereof or(ii) such amendment does not become effective until (a) each Partner has received written notice of such amendment and (b) any Partner objecting to such amendment has been afforded a reasonable opportunity(pursuant to such procedures as may be prescribed by the Board ofDirectors) to tender its Interests for repurchase by the Fund.

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(c) The Board of Directors shall cause written notice to be given ofany amendment to this Agreement to each Partner, which notice shall setforth (i) the text of the amendment or (ii) a summary thereof and astatement that the text thereof will be furnished to any Partner uponrequest.

(d) All actions, votes or consents required or permitted to be taken by the Limited Partners will be taken by the written consent of Limited Partners holding in aggregate not less than a majority of the outstanding Interests of the Fund. Notwithstanding the foregoing, for purposes of obtaining any such consent as to any matter proposed by the General Partner, the General Partner may, in the notice seeking consent of Limited Partners, require a response within a specified period (which will not be less than fifteen days) and failure to give the General Partner written notice of opposition to the proposed action within that period will constitute a vote and consent to approve the proposed action. Except as otherwise expressly provided in the proposal for an action, that action will be effective immediately after the required signatures have been obtained or, if applicable, the expiration of the period within which responses were required, if that requirement was imposed and there were not votes cast against such action in the amount necessary to prevent the action from becoming effective.

8.2 SPECIAL POWER OF ATTORNEY.

(a) Each Partner hereby irrevocably makes, constitutes and appointseach Director, acting severally, and any liquidator of the Fund's assetsappointed pursuant to Section 6.2 hereof with full power of substitution,the true and lawful representatives and attorneys-in-fact of, and in thename, place and stead of, such Partner, with the power from time to time tomake, execute, sign, acknowledge, swear to, verify, deliver, record, fileand/or publish:

(1) any amendment to this Agreement that complies with theprovisions of this Agreement (including the provisions of Section 8.1hereof);

(2) any amendment to the Certificate required because thisAgreement is amended, including, without limitation, an amendment toeffectuate any change in the Partnership of the Fund; and

(3) all such other instruments, documents and certificates that,in the opinion of legal counsel to the Fund, may from time to timebe required by the laws of the United States of America, the State ofDelaware or any other jurisdiction in which the Fund  shall determine to do business, or any political subdivision or agencythereof, or that such legal counsel may deem necessary or appropriateto effectuate, implement and continue the valid existence and businessof the Fund as a Limited Partnership under the Delaware Act.

(b) Each Partner is aware that the terms of this Agreement permitcertain amendments to this Agreement to be effected and certain otheractions to be taken or omitted by or with respect to the Fund withoutsuch Partner's consent. If an amendment to the Certificate or this Agreementor any action by or with respect to the Fund is taken in the mannercontemplated by this Agreement, each Partner agrees that, notwithstandingany objection that such Partner may assert with respect to such action, theattorneys-in-fact appointed hereby are authorized and empowered, with fullpower of substitution, to exercise the authority granted above in anymanner that may be necessary or appropriate to permit such amendment to bemade or action lawfully taken or omitted. Each Partner is fully aware thateach Partner will rely on the effectiveness of this specialpower-of-attorney with a view to the orderly administration of the affairsof the Fund.

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(c) This power-of-attorney is a special power-of-attorney and iscoupled with an interest in favor of each of the Directors and as such:

(1) shall be irrevocable and continue in full force and effectnotwithstanding the subsequent death or incapacity of any partygranting this power-of-attorney, regardless of whether the Fund orBoard of Directors shall have had notice thereof; and

(2) shall survive the delivery of a Transfer by a Partner of thewhole or any portion of such Partner's Interests, except that where thetransferee thereof has been approved by the Board of Directors foradmission to the Fund as a substituted Partner, thispower-of-attorney given by the transferor shall survive the deliveryof such assignment for the sole purpose of enabling the Board ofDirectors to execute, acknowledge and file any instrument necessary toeffect such substitution.

8.3 NOTICES.

Notices that may be or are required to be provided under this Agreementshall be made, if to a Partner, by regular mail, or if to the Board of Directorsor the Adviser, by hand delivery, registered or certified mail returnreceipt requested, commercial courier service, telex or telecopier, and shall beaddressed to the respective parties hereto at their addresses as set forth inthe books and records of the Fund. Notices shall be deemed to have beenprovided when delivered by hand, on the date indicated as the date of receipt ona return receipt or when received if sent by regular mail, commercial courierservice, telex or telecopier. A document that is not a notice and that isrequired to be provided under this Agreement by any party to another party maybe delivered by any reasonable means.

8.4 AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, successors, assigns, executors,trustees or other legal representatives, but the rightsand obligations of the parties hereunder may not be Transferred or delegatedexcept as provided in this Agreement and any attempted Transfer or delegationthereof that is not made pursuant to the terms of this Agreement shall be void.

8.5 APPLICABILITY OF INVESTMENT COMPANY ACT AND FORM N-2.

The parties hereto acknowledge that this Agreement is not intended to, anddoes not, set forth the substantive provisions contained in the InvestmentCompany Act and the Form N-2 that affect numerous aspects of the conduct of the Fund’s business and of the rights, privileges and obligations of the Partners.Each provision of this Agreement shall be subject to and interpreted in a mannerconsistent with the applicable provisions of the Investment Company Act and theForm N-2.

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8.6 CHOICE OF LAW; ARBITRATION.

(a) Notwithstanding the place where this Agreement may be executed byany of the parties hereto, the parties expressly agree that all the termsand provisions hereof shall be construed under the laws of the State ofDelaware, including the Delaware Act without regard to the conflict of lawprinciples of such State.

(b) UNLESS OTHERWISE AGREED IN WRITING, EACH PARTNER AGREES TO SUBMITALL CONTROVERSIES ARISING BETWEEN PARTNERS OR ONE OR MORE PARTNERS AND THECOMPANY TO ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOWAND UNDERSTANDS THAT:

(1) ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

(2) THEY ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,INCLUDING THE RIGHT TO A JURY TRIAL;

(3) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED ANDDIFFERENT FROM COURT PROCEEDINGS;

(4) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUALFINDINGS OR LEGAL REASONING AND A PARTY'S RIGHT TO APPEAL OR TO SEEKMODIFICATION OF RULINGS BY ARBITRATORS IS STRICTLY LIMITED; AND

(5) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OFARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

(c) ALL CONTROVERSIES THAT MAY ARISE AMONG PARTNERS AND ONE OR MORE PARTNERS AND THE COMPANY CONCERNING THIS AGREEMENT SHALL BE DETERMINED BYARBITRATION IN BERWYN, PENNSYLVANIA IN ACCORDANCE WITH THE THEN EXISTINGRULES OF THE AMERICAN ARBITRATION ASSOCIATION TO THE FULLEST EXTENTPERMITTED BY LAW. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BEENTERED IN THE COURTS OF THECOMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER COURT HAVING JURISDICTION OFTHE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. ANY NOTICE OFSUCH ARBITRATION OR FOR THE CONFIRMATION OF ANY AWARD IN ANY ARBITRATIONSHALL BE SUFFICIENT IF GIVEN IN ACCORDANCE WITH THE PROVISIONS OF THISAGREEMENT. EACH PARTNER AGREES THAT THE DETERMINATION OF THE ARBITRATORSSHALL BE BINDING AND CONCLUSIVE UPON THEM.

(d) NO PARTNER SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TOARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENTAGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; ORWHO IS A PARTNER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITHRESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I)THE CLASS CERTIFICATION IS DENIED; OR (II) THE CLASS IS DECERTIFIED; OR(III) THE PARTNER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCETO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANYRIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

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8.7 NOT FOR BENEFIT OF CREDITORS.

The provisions of this Agreement are intended only for the regulation ofrelations among past, present and future Partners, Directors and the Fund.This Agreement is not intended for the benefit of non-Partner creditors and norights are granted to non-Partner creditors under this Agreement.

8.8 CONSENTS.

Any and all consents, agreements or approvals provided for or permitted bythis Agreement shall be in writing and a signed copy thereof shall be filed andkept with the books of the Fund.

8.9 MERGER AND CONSOLIDATION.

(a) The Fund may merge or consolidate with or into one or morelimited liability companies formed under the Delaware Act or other businessentities pursuant to an agreement of merger or consolidation that has beenapproved in the manner contemplated by Section 18-209(b) of the DelawareAct.

(b) Notwithstanding anything to the contrary contained elsewhere inthis Agreement, an agreement of merger or consolidation approved inaccordance with Section 18-209(b) of the Delaware Act may, to the extentpermitted by Section 18-209(f) of the Delaware Act, (i) effect anyamendment to this Agreement, (ii) effect the adoption of a new limitedliability company agreement for the Fund if it is the surviving orresulting Limited Partnership in the merger or consolidation, or(iii) provide that the Limited Partnership agreement of any otherconstituent Limited Partnership to the merger or consolidation(including a Limited Partnership formed for the purpose ofconsummating the merger or consolidation) shall be the limited liabilitycompany agreement of the surviving or resulting Limited Partnership.

8.10 PRONOUNS.

All pronouns shall be deemed to refer to the masculine, feminine, neuter,singular or plural, as the identity of the person or persons, firm orcorporation may require in the context thereof.

8.11 CONFIDENTIALITY.

(a) A Partner may obtain from the Fund such information regardingthe affairs of the Fund as is just and reasonable under the DelawareAct, subject to reasonable standards (including standards governing whatinformation and documents are to be furnished, at what time and locationand at whose expense) established by the Board of Directors.

(b) Each Partner covenants that, except as required by applicable lawor any regulatory body, it will not divulge, furnish or make accessible toany other person the name and/or address (whether business, residence ormailing) of any Partner (collectively, "Confidential Information") withoutthe prior written consent of the Board of Directors, which consent may bewithheld in its sole discretion.

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(c) Each Partner recognizes that in the event that this Section 8.11 isbreached by any Partner or any of its principals, partners, Partners,directors, officers, employees or agents or any of its affiliates,including any of such affiliates' principals, partners, Partners, directors,officers, employees or agents, irreparable injury may result to thenon-breaching Partners and the Fund. Accordingly, in addition to any andall other remedies at law or in equity to which the non-breaching Partnersand the Fund may be entitled, such Partners shall also have the right toobtain equitable relief, including, without limitation, injunctive relief,to prevent any disclosure of Confidential Information, plus reasonableattorneys' fees and other litigation expenses incurred in connectiontherewith. In the event that any non-breaching Partner or the Fund determines that any of the other Partners or any of its principals,partners, Partners, directors, officers, employees or agents or any of itsaffiliates, including any of such affiliates' principals, partners, Partners, directors, officers, employees or agents should be enjoined fromor required to take any action to prevent the disclosure of ConfidentialInformation, each of the other non-breaching Partners agrees to pursue in acourt of appropriate jurisdiction such injunctive relief.

8.12 CERTIFICATION OF NON-FOREIGN STATUS.

Each Partner or transferee of Interests from a Partner shall certify, uponadmission to the Fund and at such other times thereafter as the Board ofDirectors may request, whether such Partner is a "United States Person" withinthe meaning of Section 7701(a)(30) of the Code on forms to be provided by the Fund, and shall notify the Fund within 30 days of any change in such Partner's status. Any Partner who shall fail to provide such certification whenrequested to do so by the Board of Directors may be treated as a non-United States Person for purposes of U.S. federal tax withholding.

8.13 SEVERABILITY.

If any provision of this Agreement is determined by a court of competentjurisdiction not to be enforceable in the manner set forth in this Agreement,each Partner agrees that it is the intention of the Partners that such provisionshould be enforceable to the maximum extentpossible under applicable law. If any provisions of this Agreement are held tobe invalid or unenforceable, such invalidation or unenforceability shall notaffect the validity or enforceability of any other provision of this Agreement(or portion thereof).

8.14 FILING OF RETURNS.

The Board of Directors or its designated agent shall prepare and file, orcause the Administrator or accountants of the Fund to prepare and file, aFederal information tax return in compliance with Section 6031 of the Code andany required state and local income tax and information returns for each TaxableYear of the Fund.

8.15 TAX MATTERS PARTNER.

(a)The GeneralPartner shall be designated on the Fund'sannual Federal income tax return, and have full powers andresponsibilities, as the Tax Matters Partner of the Fund for purposes ofSection 6231(a)(7) of the Code. Should any Partner be designated as the TaxMatters Partner for the Fund pursuant to Section 6231(a)(7) of the Code,it shall, and each Partner hereby does, to the fullest extent permitted bylaw, delegate to a Director selected by the Board of Directors all of itsrights, powers and authority to act as such Tax Matters Partner and herebyconstitutes and appoints such Director as its true and lawfulattorney-in-fact, with power to act in its name and on its behalf,including the power to act through such agents or attorneys as it shallelect or appoint, to receive notices, to make, execute and deliver, swearto, acknowledge and file any and all reports, responses and notices and todo any and all things required or advisable, in the Director's judgment, tobe done by such a Tax Matters Partner. Any Partner designated as the TaxMatters Partner for the Fund under Section 6231(a)(7) of the Code shallbe indemnified and held harmless by the Fund from any and allliabilities and obligations that arise from or by reason of suchdesignation.

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(b) Each person (for purposes of this Section 8.15, called a"Pass-Thru Partner") that holds or controls an interest as a Partner onbehalf of, or for the benefit of, another person or persons, or whichPass-Thru Partner is beneficially owned (directly or indirectly) by anotherperson or persons, shall, within 30 days following receipt from the TaxMatters Partner of any notice, demand, request for information or similardocument, convey such notice or other document in writing to all holders ofbeneficial interests in the Fund holding such interests through suchPass-Thru Partner. In the event the Fund shall be the subject of anincome tax audit by any Federal, state or local authority, to the extent the Fund is treated as an entity for purposes of such audit, includingadministrative settlement and judicial review, the Tax Matters Partnershall be authorized to act for, and its decision shall be final and bindingupon, the Fund and each Partner thereof. All expenses incurred inconnection with any such audit, investigation, settlement or review shallbe borne by the Fund.

8.16 SECTION 754 ELECTION.

In the event of a distribution of Fund property to a Partner or anassignment or other transfer (including by reason of death) of all or part ofthe interest of a Partner in the Fund, the Board of Directors, in itsdiscretion, may cause the Fund to elect, pursuant to Section 754of the Code, or the corresponding provision of subsequent law, to adjust thebasis of the Fund property as provided by Sections 734 and 743 of the Code.

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EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETYBEFORE SIGNING, INCLUDING THE PRE-DISPUTE ARBITRATION CLAUSE SET FORTH INSECTION 8.6 AND THE CONFIDENTIALITY CLAUSE SET FORTH IN SECTION 8.11.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written.

/s/ Gregory S. Horn                                                       

Name:  Gregory S. Horn

Position:  Trustee

/s/ Robert Fesnak                                                       

Name:  Robert Fesnak

Position:  Trustee

/s/ Joseph Rindler, Jr.                                                       

Name:  Joseph Rindler, Jr.

Position:  Trustee

/s/ Michael J. Maher, Jr.                                                       

Name:  Michael J. Maher, Jr.

Position:  Trustee

GENERALPARTNER:

Persimmon GP, LLC

/s/ Gregory S. Horn                                                       

Name:  Gregory S. Horn

Position:  President

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