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Organizational Expenses: The Fund will bear expenses relating to the organization of the Fund and its affiliates and the offering of the Limited Partner Interests, including legal, accounting, travel, meeting, printing and other administrative expenses, up to an aggregate of $1,250,000. The Management Fee will be reduced by organizational expenses paid by the Fund in excess of this amount and by any placement fees paid by the Fund.

Operating Expenses: The Management Company will assume and pay all normal operating expenses attributable to the Fund's investment activities, including all routine, recurring expenses incident to the investment activities of the Fund; compensation and expenses of the employees of the Management Company and fees and expenses for administrative, clerical and related support services, maintenance of books and records for the Fund, office space and facilities, utilities, telephone and travel insofar as they relate to the investment activities of the Fund.

In addition to the Management Fee, the Fund will be responsible for all other costs and expenses of the Fund that are not reimbursed by third parties, including without limitation, organizational expenses and placement fees (each as described above); liquidation expenses of the Fund; any sales or other taxes, fees or government charges which may be assessed against the Fund; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); fees and compensation (if any) and expenses of members of the Advisory Board (including travel-related costs and expenses); the fees and compensation (if any) and expenses of any technical or scientific advisory board with which the Fund consults; the costs and expenses (including travel-related expenses) of hosting annual or special meetings for the Partners of the Fund, or otherwise holding meetings or conferences with Partners of the Fund, whether individually or in a group; fees and expenses for consulting services; interest expense for borrowed money (if any); all expenses relating to litigation and threatened litigation involving the Fund, including indemnification expenses; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal, custodial and registration services provided to the Fund, including in each case services with respect to the proposed purchase or sale of securities by the Fund that are not reimbursed by the issuer of such securities (whether or not any such purchase or sale is consummated and including expenses incurred by the tax matters partner);

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CONTROL NUMBER 257 - CONFIDENTIAL
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