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INSIDE THE MENDS Partnership referrals to investment opportunities or may offer their expertise and assistance in performing due


diligence on certain of the Partnership's prospective investments which, commencing with the date on which any such partnership draws capital, co-mvest with the Partnership in all investments in which the Partnership invests on a consistent percentage basis in respect of the size of each investment and on substantially the same terms and conditions as the Partnership so long as such venture capital partnerships are approved by the Advisory Committee. 10.2 Legal Counsel. The Partnership and the General Partner use the same legal counsel. Such counsel, the Partnership's accountants and the General Partner's accountants should not be deemed to represent the Limited Partners. Limited Partners should consult their own legal, tax and accounting advisers with respect to their investment in the Partnership. SECTION 11. LIMITED PARTNERS 11.1 Identity, Number and Contributions. The names and addresses of the Limited Partners and the Interest owned by each and the Capital Contnbutions and Commitments of each will be set forth in the Partnership's records maintained by the General Partner. 11.2 No Management Power or Liability. The Limited Partners as such shall have no nght or power to, and shall not, take part in the management of or transact any business for the Partnership, including but not limited to any acts or decisions relating to investment activities of the Partnership, and shall have no power to sign for or bind the Partnership. Except as otherwise required herein or by law, no Limited Partner, in its capacity as such, shall be personally liable for any debts or losses of the Partnership in excess of its Commitments and Permitted Reinvestment Amounts. Except as otherwise provided by law, the Limited Partners (including Limited Partners on the Advisory Committee) shall owe no fiduciary duty to any other Partner or the Partnership. 11.3 No Approval Required for Liquidation. The approval of the Limited Partners shall not be required to approve the disposition or sale of all or a substantial portion of the Assets, it being understood that the 96