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Portfolio Company Leverage
To the extent that any investment is made in a portfolio company with a leveraged capital structure, such investment will be subject to increased exposure to adverse economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of such company or its industry. If such a company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of any equity investment by the Fund in such company could be significantly reduced or even eliminated.

Investments in Public Companies
The Fund may invest in public companies or take private portfolio companies public. Investments in public companies may subject the Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Fund to dispose of securities at certain times (including due to the possession by the Fund of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which may include the Fund Managers or other Management Company personnel, regulatory action by the U.S. Securities and Exchange Commission and increased costs associated with each of the aforementioned risks.

Hedging Techniques
From time to time, the Fund might have investments that are publicly traded, yet illiquid. The General Partner might engage in hedging techniques, such as selling the corresponding shares short "against the box," to "lock in" or secure the value in an investment until it becomes liquid and freely tradable. The Fund will only sell short a stock to the extent it holds a corresponding long and illiquid position in the same company.

Portfolio Trading
The Fund does not generally intend to trade its assets for short-term profits, however, when circumstances warrant, securities may be sold by the Fund without regard to the length of time held. Any active short-term trading of the Fund will increase its rate of turnover and related transaction expenses.

Non-U.S. Investments
The Fund may invest a portion of Fund’s total committed capital in the securities of issuers that are organized outside of the U.S. and Canada. Investing in non-U.S. securities may involve substantially greater risks than investing in U.S. securities including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Fund’s non-U.S. investments are denominated, and costs associated with conversion of investment principal and income from one currency to another; (ii) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation; (iv) certain economic and political risks, including potential exchange control regulations, potential restrictions on foreign investments and repatriation of capital and the risks associated with political, economic or social instability, diplomatic developments, and the possibility of expropriation or

65 CONTROL NUMBER 257 - CONFIDENTIAL

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