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A copy of the form of the Subscription Agreement will be provided. Each investor should carefully read the Subscription Agreement in its entirety so as to fully understand the representations and warranties it is required to make pursuant to the Subscription Agreement.

The Units cannot be resold or otherwise transferred unless they are subsequently registered under the Securities Act and other applicable securities laws, or exemptions from such registration requirements are available. It is not contemplated that registration of the Units under the Securities Act or other securities laws will ever be effected. There is no public market for the Units, and none is expected to develop. Therefore, an investor that purchases the Units may be required to hold the Units for an indefinite period of time. The Units, if certificated, will bear a legend describing such transfer limitations.

17.2. United States Employment Retirement Income Security Act of 1974

An investment in the Units and the underlying Common LP Units and Class A Shares by certain U.S. employee benefit plans is subject to additional considerations because the investments of such plans are subject to the fiduciary responsibility and prohibited transaction provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and restrictions imposed by Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "IRC"). For these purposes the term "employee benefit plan" includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization. Among other things, such employee benefit plans should give consideration to:

• whether the investment is prudent under ERISA.

• whether in making the investment, that plan will satisfy the diversification requirements of ERISA; and

• whether the investment will result in recognition of unrelated business taxable income by the plan and, if so, the potential after-tax investment return.

The person with investment discretion with respect to the assets of an employee benefit plan, often called a fiduciary, should also determine whether an investment in the Units and the underlying Common LP Units and Class A Shares is authorized by the appropriate governing instrument and is a proper investment for the plan.

Section 406 of ERISA and Section 4975 of the IRC also prohibit employee benefit plans, and also IRAs that are not considered part of an employee benefit plan, from engaging in specified transactions involving "plan assets" with parties that are "parties in interest" under ERISA or "disqualified persons" under the IRC with respect to the plan.

In addition to considering whether the purchase of Units and the Common LP Units and Class A Shares is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the plan will, by making such an investment, be deemed to own an undivided interest in the assets of KUE or the General Partner, with the result that KUE or the General Partner would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the IRC.

The U.S. Department of Labor regulations under ERISA provide guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed "plan assets" under some circumstances. Under these regulations, an entity's assets would not be considered to be "plan assets" if, among other things:

(a) the equity interests acquired by employee benefit plans are publicly offered securities, i.e., the equity interests are widely held by 100 or more investors independent of the

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