HOUSE_OVERSIGHT_024096.jpg

XI. CERTAIN LEGAL & REGULATORY CONSIDERATIONS

Securities Act of 1933

The Limited Partner Interests described herein will not be registered under the Securities Act in reliance upon the exemptions for transactions not involving a public offering. Each investor will be required to make certain representations to the Fund, including that such investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, that it is acquiring a Limited Partner Interest in the Fund for its own account, for investment purposes only and not with a view to resale or distribution, that it has received or has had access to all information it deems relevant to evaluate the merits and risks of an investment in the Fund and that it has the ability to bear the economic risk of an investment in the Fund. The Limited Partner Interests described herein will constitute “restricted securities” under the Securities Act and as such will be subject to certain restrictions on transferability. The Limited Partner Interests may not be transferred or sold unless the Limited Partner Interests have been registered under the Securities Act or an exemption from registration is available. It is not contemplated that registration under the Securities Act or other securities laws will ever be effected. The Limited Partner Interests are subject to further restrictions on transfer as described in the Partnership Agreement.

This Memorandum is not a public offering “prospectus” and does not purport to describe or otherwise address all material considerations relating to an investment in the Fund. Prior to making an investment, prospective investors and their advisors are invited to ask questions of, and obtain additional information from, the General Partner concerning the Limited Partner Interests described herein, the terms and conditions of the offering and any other relevant matters. Such information will be provided to the extent the General Partner possesses such information or can acquire it without unreasonable effort or expense.

Any subscription is subject to a determination by counsel to the Fund that the subscription is in compliance with applicable federal and state laws and regulations.

Investment Company Act of 1940

The Fund will not be registered as an investment company under the Investment Company Act pursuant to an exemption set forth in Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act. The Fund will obtain appropriate representations and undertakings from all purchasers of Limited Partner Interests, including restrictions on transfer, to ensure that such purchasers meet the conditions of the exemption. Section 3(c)(7) of the Investment Company Act requires that each prospective purchaser be a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act. Information with respect to such requirements for “qualified purchaser” status will be included in the Fund’s Subscription Agreement. The General Partner is not registered as a broker-dealer under the Exchange Act, or with the NASD, and is consequently not subject to certain record keeping and specific business practice provisions of the Exchange Act and the rules of the NASD.

85
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024096