the Partnership), (B) transactions entered into between the Partnership and the General Partner, a Managing Director or an Affiliate of a Managing Director other than transactions contemplated herein, and (C) such other conflict of interest matters as the General Partner may from time to time submit to the Advisory Committee for approval, including but not limited to any material conflict of interest that comes to the General Partner's attention. The Advisory Committee shall, without limitation, approve any extension of the term of the Partnership in accordance with Section 4, review the valuation of the Portfolio Secunties as set forth in Section 15 at least annually, and, upon the Step Down Date, approve the amounts reserved for additional investment in Portfolio Companies, at least annually, and advise the General Partner on such matters about which the General Partner may from time to time in its sole and absolute discretion determine to consult the Advisory Committee. Except as set forth herein, the recommendations of the Advisory Committee shall not obligate the General Partner to act in accordance therewith but shall be advisory only. Any member of the Advisory Committee may resign as such by giving to the General Partner thirty (30) days' written notice of such resignation. The General Partner shall promptly give written notice to the Limited Partners of (l) any death or resignation of a member of the Advisory Committee, and (ii) the identity of each member added to the Advisory Committee. The Advisory Committee shall meet at least twice per year. 19.2 Procedures for Advisory Committee. Effective action by the Advisory Committee may be accomplished either at a meeting at which at least two members of the Advisory Committee is present (including without limitation a telephone conference meeting at which a majority of the members of the Advisory Committee participate and are able to hear one another through telephone conference or similar equipment) by a vote of at least two members or by action approved in writing by at least two members of the Advisory Committee. 19.3 Exculpation. The members of the Advisory Committee shall exercise their best judgment in carrying out their functions for the Partnership. No member of the Advisory Committee shall be liable to the Partnership or any Partner except to the extent that such member acted in 119