Fill and Sign the Limited Liability Operating Agreement Dlp Equity Fund Ii Llc Form

-1- OPERATING AGREEMENT OF NEW PRIVATE EQUITY FUND GENERAL PARTNER, LLCThis OPERATING AGREEMENT (this "Agreement") of New Private Equity Fund General Partner, LLC (the "Company") is made and entered into as of the 1st day of April, 1999. W I T N E S S E T H : WHEREAS, the Company was formed pursuant to a Certificate of Formation, dated as of April 1, 1999, which was filed for recordation in the office of the Secretary of State of the State of Delaware on April 1, 1999 (the "Certificate of Formation"). WHEREAS, the parties desire to enter into this Agreement to make provision for certain affairs of the Company and its members as set out in this Agreement. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree, effective as of the date and time of the formation of the Company, as follows: FIRST: The name of the Company is New Private Equity Fund General Partner, LLC. SECOND: The business of the Company is (a) acting as the manager or general partner of one or more partnerships, and (b) engaging in such additional or other activities and conducting such other transactions related or incidental to the foregoing as the Members shall deem necessary or advisable, all upon the terms and conditions set forth in this Agreement. THIRD: The principal place of business of the Company will initially be One General Partner Street, New York, New York 10022. FOURTH: The Company shall be managed by its Members and may hire one or more employees having such titles and duties as may be specified in writing from time to time by the Members. Each Member shall be deemed to be an authorized person with full power and authority to execute the Certificate of Formation and any amendments thereto. -2- FIFTH: The name and business address of each member (collectively, the "Members" and, each, a "Member") of the Company are as follows: Name Address Mr. Initial Member One General Partner Street New York, New York 10022 Ms. Initial Member One General Partner Street New York, New York 10022 SIXTH: The Company shall continue until such time as it shall be terminated by action of the Members. SEVENTH: Each Member agrees to make an initial contribution to the capital of the Company in the amount of $1. Any additional capital contributions of the Members shall be in such amounts as may be agreed upon by the Members. EIGHTH: The capital contribution of any Member may from time to time be returned as agreed by all the Members. NINTH: The profits and losses of the Company in each year shall be divided among the Members in proportion to the respective amounts of the capital contributions made or agreed to be made by them. TENTH: No Member shall have the right to assign its interest in the Company without the approval of the other Member. ELEVENTH: One or more new members may be admitted to the Company upon the approval of both of the Members. TWELFTH: The right to continue the business on the withdrawal of a Member for any reason is given to the remaining Members. THIRTEENTH: This Agreement may be amended by agreement among the Members. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above. -3- MR. INITIAL MEMBER ____________________ MS. INITIAL MEMBER ____________________