GLDUS183 Dimension Capital Management Proprietary and Confidential (j) Result in any interest in the Partnership being held by a transferee that is not an "accredited investor" (as defined under Regulation D of the Securities Act), a "qualified purchaser" (as defined in the Investment Company Act) and a "qualified client" (as defined under the Advisers Act), except in connection with the death of a Limited Partner. 11.1.7 Opinion of Counsel. My Transfer otherwise permitted hereunder will be made only upon receipt by the Partnership of a written opinion of counsel for the Partnership, or of other counsel reasonably satisfactory to the General Partner, in form and substance satisfactory to the General Partner, as to compliance with 11.1.6 and such other legal matters as the General Partner reasonably may request. The General Partner may waive, in whole or in part, the requirement of an opinion pursuant to this 11.1.7. 11.1.8 Reimbursement of Transfer Expenses. My transferring Partner and such Partner's transferee, jointly and severally, shall be required to reimburse the Partnership, at the request of the General Partner, for any expenses reasonably incurred by the Partnership in connection with such Transfer, including the costs of seeking and obtaining the legal opinion required by 11.1.7 and any other legal, accounting and miscellaneous expenses ("Transfer Expenses"), whether or not such Transfer is consummated. The minimum Transfer Expenses for any Transfer shall be $5,000. At its election, and in any event if the transferor has not reimbursed the Partnership for any Transfer Expenses incurred by the Partnership in preparing for or consummating a proposed or completed Transfer within ten (10) days after the General Partner has delivered to such Partner written demand for payment, the General Partner may, in its sole discretion, seek reimbursement from either the transferor or the transferee of such interest. If either the transferor or the