nt shall any carry recipient be required to return to the Fund an amount in excess of the aggregate distributions made to it that are attributable to the General Partner’s “carried interest” less tax distributions with respect thereto. Management Fee: The Fund will enter into a management agreement with New Leaf Ventur

ot jointly, liable for their respective proportional shares of the 49 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024060 --- PAGE BREAK --- General Partner’s return obligation set forth in the preceding sentence; provided, however, that in no event shall any carry recipient be required to return to the Fun

tions that might otherwise constitute a breach of the General Partner's fiduciary duties owed to the Limited Partners. By