Extract to table

The revised draft of the First Amendment will specify that, upon the loss of one (but not both) of the Successor Key Persons by reason of death, Disability, resignation, termination for Cause, or other cessation of active involvement in the management of the Fund, the General Partner shall deliver written notice to all limited partners within five (5) business days of the occurrence of such triggering event

01, the General Partner shall consult with the IAC in good faith regarding the qualifications, experience, and suitability of the proposed replacement candidate

Specifically, if no replacement Successor Key Person is approved by the limited partners within the 180-day Replacement Period following the loss of one of the two Successor Key Persons, the remaining Successor Key Person shall continue to serve as the sole Key Person, and the Fund shall enter a "Single Key Person Period

04(c) WCA has requested that, if both Successor Key Persons are simultaneously lost or if the remaining Successor Key Person is lost during a Single Key Person Period, the consequences shall mirror those set forth in the original Section 8

The independent member shall have a consultative role with respect to all investment decisions brought before the Investment Committee, and shall have full access to Investment Committee meeting materials, presentations, and discussions for all such decisions

The independent member shall be designated by a majority vote of the IAC members (determined by headcount, not by capital commitment)