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Recourse to the Fund’s Assets
The Fund’s assets, including any investments made by the Fund and any funds held by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and will not be limited to any particular assets, such as the asset representing the investment giving rise to the liability. Accordingly, investors could find their interest in the Fund’s assets adversely affected by a liability arising out of an investment of the Fund.

Contingent Liabilities on Disposition of Investments
In connection with the disposition of an investment in a portfolio company or otherwise, the Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business. The Fund may also be required to indemnify the purchasers of such portfolio company to the extent that any such representations turn out to be inaccurate. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the investors to the extent of their Commitment to the Fund or previous distributions made to them.

Certain Litigation Risks
The Fund will be subject to a variety of litigation risks, particularly if one or more of its portfolio companies face financial or other difficulties during the term of the Fund. Legal disputes, involving any or all of the Fund, the General Partner, its partners or its affiliates, may arise from the Fund’s activities and investments and could have a significant adverse effect on the Fund.

Indemnification
The Fund will be required to indemnify, among others, the General Partner, the general partner of the General Partner, the Management Company, the Fund Managers, their respective partners, members, employees, venture partners and affiliates, the Fund’s other agents and members of the Advisory Board for liabilities incurred in connection with the affairs of the Fund. Such liabilities may be material. For example, in their capacity as directors of portfolio companies, the partners, managers, or affiliates of the General Partner may be subject to derivative or other similar claims brought by security holders of such companies. The indemnification obligations of the Fund would be payable from the assets of the Fund, including the unused capital commitments of the Partners. If the assets of the Fund are insufficient to pay such indemnification obligations, the Limited Partners may be required to return distributions previously made to them in order to satisfy such obligations.

Changes
The Fund’s investment program is intended to extend over a period of years, during which the business, economic, political, regulatory, and technology environment within which the Fund operates may undergo substantial changes, some of which may be adverse to the Fund. The General Partner will have the exclusive right and authority (within limitations set forth in the Partnership Agreement) to determine the manner in which the Fund shall respond to such changes, and Limited Partners generally will have no right to withdraw from the Fund or to demand specific modifications to the Fund’s operations in consequence thereof. A major recession or adverse developments in the securities or credit markets might have an impact on some or all of the Fund’s investments. A sustained period of inactivity and/or low valuations

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CONTROL NUMBER 257 - CONFIDENTIAL
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