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If it were ultimately established that the Fund is engaged in a U.S. trade or business, the Fund generally would be required to withhold and remit to the U.S. government a percentage of the Fund’s net income and gains that are both effectively connected with that trade or business and allocated to Non-U.S. Partners, and would be liable for interest and penalties with respect to amounts which were not so withheld. The relevant withholding percentage is the maximum U.S. federal income tax rate for individuals or corporations, as applicable. In addition, Non-U.S. Partners generally would be required to file U.S. federal income tax returns and pay tax in respect of their shares of the Fund’s effectively connected income including capital gains, but would be allowed a credit against U.S. federal income tax liability for amounts withheld by the Fund on their behalf. Non-U.S. Partners which are non-U.S. corporations might also be subject to a “branch profits” tax on certain earnings of the Fund deemed to have been repatriated to those Partners.

Treatment of Interest and Dividends from U.S. Sources - Certain categories of investment income from U.S. sources realized by the Fund, such as dividends and interest, generally will be subject to U.S. income tax withholding, at a 30% rate on the gross amount of that income, when included in the distributive shares of Non-U.S. Partners. A Non-U.S. Partner whose distributive share of such income is subject to U.S. withholding tax may be able to claim an exemption or a reduced rate of withholding under a tax treaty or convention between the U.S. and that Partner’s country of residence by providing appropriate documentation regarding that Partner’s residence for tax purposes and its satisfaction of any conditions imposed by the treaty. A Non-U.S. Partner resident in a jurisdiction with which the U.S. has a tax treaty, however, will not be entitled to the benefits of that treaty with respect to that Non-U.S. Partner’s distributive share of the Fund’s income and gains unless the Fund is treated as fiscally transparent under the law of that non-U.S. jurisdiction and certain other conditions are satisfied. Finally, in order to claim the benefits of a tax treaty to reduce U.S. withholding tax on U.S.-source interest and dividends paid by corporations that are not actively traded, a Non-U.S. Partner — and any direct or indirect equity owner of a Non-U.S. Partner seeking treaty benefits for itself because the Non-U.S. Partner is considered fiscally transparent in that equity owner’s jurisdiction — generally will be required to obtain a U.S. taxpayer identification number from the IRS and may be required to provide that number and certain other documentation to the Fund. Other exemptions may be available for certain types of interest income.

Treatment of the Fund’s Capital Gains from U.S. Sources - Under current U.S. law, in general, capital gains attributable to sales by the Fund of the securities of U.S. corporations will not be subject to U.S. federal income taxation or tax withholding when allocated to a Non-U.S. Partner unless that Partner is an individual who is present in the U.S. for 183 days or more during the taxable year in which such gains are realized and certain other conditions are satisfied.

This general rule does not apply to gains attributable to a U.S. trade or business or gains attributable to dispositions of securities of any “United States real property holding corporation” (“USRPHC”), defined in Section 897 of the Code as, in general, a company with 50% or more of the fair market value of its business assets consisting of interests in U.S. real estate and related assets. Capital gains attributable to sales by the Fund of the securities of a U.S. corporation that is a USRPHC (other than debt securities with no equity component) may be subject to U.S. income tax, collected initially by withholding, to the extent allocated to any Non-U.S. Partner. Non-U.S. Partners would also be required to file U.S. federal income tax

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CONTROL NUMBER 257 - CONFIDENTIAL
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