Investment Advisers Act of 1940
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Investment Advisers Act of 1940
Neither the Management Company nor the General Partner is currently registered as an
investment adviser under the Advisers Act. By virtue of being exempt from the registration
requirements of the Advisers Act, the Management Company and the General Partner are not
subject to the performance fee restrictions and certain other restrictions contained in the
Advisers Act, and the investors in the Fund will not be afforded the protections provided under
the Advisers Act to clients of advisors that are registered under the Advisers Act. The General
Partner, the Management Company or an affiliate thereof may in the future register as an
investment adviser under the Advisers Act to the extent required under the Advisers Act.
To the maximum extent permitted by applicable law, the General Partner and the Partnership
(together with their respective related persons) hereby disclaim any duties, obligations, or
status as an advisor, finder, agent, broker or dealer on behalf or in respect of any person in
connection with such person’s actual or proposed investment in the Partnership.
Compliance With Anti-Money Laundering Requirements
In response to increased regulatory requirements with respect to the sources of funds used in
investments and other activities, the General Partner may require prospective investors to
provide documentation verifying, among other things, such investor's (and any of its beneficial
owners’) identities and source of funds used to purchase its Limited Partner Interest in the
Fund. The General Partner may decline to accept a subscription if this information is not
provided or on the basis of such information that is provided.
Each prospective investor and Limited Partner will be required to make representations that
such prospective investor or Limited Partner is not a prohibited country, territory, individual or
entity listed on the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”)
website and that it is not directly or indirectly affiliated with any country, territory, individual
or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such
prospective investor or Limited Partner will also represent that amounts contributed by it to the
Fund were not directly or indirectly derived from activities that may contravene U.S. Federal,
state or international laws and regulations, including, without limitation, anti-money
laundering laws and regulations.
Requests for documentation and additional information may be made at any time during which
an investor holds a Limited Partner Interest in the Fund. The General Partner will take such
steps as it determines are necessary to comply with applicable law, regulations, orders,
directives or special measures to implement anti-money laundering laws, which steps may
include the forced sale or withdrawal of an Interest. In addition, the Fund could be required to
disclose information pertaining to prospective investors subscribing for an interest to
governmental, regulatory or other authorities or to financial intermediaries or engage in due
diligence or take other related actions in the future.
Pay-to-Play Laws, Regulations and Policies
In light of recent scandals involving money managers, a number of states and municipal
pension plans have adopted so-called “pay-to-play” laws, regulations or policies which
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