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Regulatory Changes
On June 22, 2011, to implement provisions of Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities and Exchange Commission (the "SEC") adopted final rules implementing new exemptions from the registration requirements of the Investment Advisers Act of 1940 (the "Advisers Act"), one of which is commonly known as the venture capital fund exemption. Neither the General Partner nor the Management Company is currently expected to register as an investment adviser with the SEC in reliance on the venture capital fund exemption. The General Partner may need to take into consideration certain conditions regarding the nature of investments that may be made by investment vehicles advised by an investment adviser relying on the venture capital exemption, which may constrain the Fund's investment flexibility or require certain non-qualifying investments to be disposed of earlier than they might otherwise be. In addition, compliance with the venture capital fund exemption may subject the Fund to limitations on the Fund's operations, including limitations on the Fund's ability to borrow, provide guarantees and make short-term investments that are more restrictive than any limitation set forth in the Partnership Agreement.

Reliance on the venture capital exemption also will necessitate reporting certain information to the SEC about the Management Company, the General Partner and their affiliates and may result in such entities being subject to SEC examination authority and certain Advisers Act compliance obligations. If the General Partner and the Management Company are able to rely on the venture capital exemption, investors in the Fund will not be entitled to the benefits of certain protections under the Advisers Act. If the General Partner or the Management Company cannot rely on the venture capital exemption, the General Partner or the Management Company may need to register as an investment adviser under the Advisers Act. Registration under, and compliance with, the Advisers Act could be costly and could divert attention of the Fund's management team. There also can be no assurance that statutory, regulatory, judicial or administrative interpretations of existing laws and regulations will not in the future impose more comprehensive or stringent requirements on the General Partner or the Management Company.

Cautionary Statements Regarding Forward-Looking Statements. Certain information contained in this Memorandum constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue," or "believe," or the negatives thereof or other variations thereon or comparable terminology. Such forward-looking statements, including the intended actions and performance objectives for the Fund, involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements of the Fund to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Although this information was prepared by the General Partner based on its experience in the industry and on assumptions of fact and opinion as to future events that the General Partner believed to be reasonable when made, no representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of the Fund will be achieved or that investors will receive a return of their capital. Moreover, neither the Fund nor the General Partner, nor any of their affiliates, assumes responsibility for the accuracy and completeness of any forward-looking statements. All forward-looking statements in this Memorandum speak only as of the date of this Memorandum. The Fund, the General Partner and their affiliates expressly disclaim any obligation or undertaking to disseminate any updates

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CONTROL NUMBER 257 - CONFIDENTIAL

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