Certain ERISA Under the Employee Retirement Income Security Act of 1974, as

company. Certain ERISA Under the Employee Retirement Income Security Act of 1974, as Considerations: amended (“ERISA”), fiduciaries of prospective investors that are retirement plans subject to ERISA (“ERISA Plans”) must determine that an investment in the Fund is prudent, that such investment satisfies the requirement that plan assets be diversified and that such investment complies with the other requirements applicable to ERISA Plans. The General Partner intends to conduct the operations of the Fund so that it will be an appropriate investment for ERISA Plans. In particular, the General Partner will use reasonable best efforts to conduct the affairs and operations of the Fund in such a manner so that the assets of the Fund will not be treated as “plan assets” of any ERISA Plan for purposes of ERISA. Prospective investors that are ERISA Plans are advised to consult their own advisors as to the effect of ERISA (or other applicable law) on an investment in the Fund. The fiduciary of each prospective ERISA Plan investor must independently determine that the Fund is an appropriate investment for such ERISA Plan, taking into account the fiduciary’s obligations under ERISA and the facts and circumstances of each investing ERISA Plan. (See Section X, “Certain Tax and ERISA Considerations.”) U.S. Tax-Exempt Investors: Prospective investors are advised to consult their own tax advisors as to the tax consequences of an investment in the Fund. Subject to certain exceptions, the General Partner will use reasonable best efforts to conduct the affairs of the Fund in a manner that is not expected to cause any tax- exempt partner to realize any “unrelated business taxable income” within the meaning of Sections 512 through 514 of the Code. (See Section X, “Certain Tax and ERISA Considerations.”) The General Partner’s undertaking will be deemed satisfied with respect to the making, holding or disposing of any portfolio investment if the tax exempt U.S. Partners are given the opportunity to (or if all Limited Partners are otherwise required to) hold their proportionate shares of such portfolio investment directly or indirectly through an alternative investment vehicle treated as a corporation for U.S. federal income tax purposes. Non-U.S. Investors: Prospective investors are advised to consult their own tax advisors as to the tax consequences of an investment in the Fund. Subject to certain exceptions, the General Partner will use commercially reasonable efforts to conduct the affairs of the Fund in a manner that is not expected to cause the Fund to be treated for United States federal income tax purposes as engaged in a “trade or business within the United States,” 56 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024067