iderations INVESTMENT COMPANY ACT OF 1940. The Partnership will not be subject to the provisions of the Investment Company Act of 1940, as amended (the "Investment Company Act'), in reliance upon either Section 3(cX I )1 or Section 3(c)(7)2 of the Investment Company Act. The Subscription Agreement and Partnership Agreemen

and state secuities laws. The Access Fund will not be registered as an investment company under the U.S. Investment Company Act of 1900. as amended (the "Investment Company Act'). The general partner of the Access Fund is requiring that each purchaser of interests in the Access Fund must be a 'qua/lied purchaser as defined i