Fund, L.P., a Cayman Islands exempted limited partnership. The PPM states that as of the date of the PPM, September 2012, no Feeder Funds other than the Offshore Fund were in existence. I do not know what is the state of affairs today. . Withdrawals are considered to be made first from the sub-capital account (an

cement of money to the Fund from other entities under the management or control of any of the Zwirn Entities or Zwirn, including without limitation the Offshore Fund and managed accounts supervised by any of the Zwirn Entities. 49. All documents concerning notes or loans to document the advancement of money 12

2006 neither Mr. Zwim nor senior management was aware of the most serious of Mr. Gruss's offenses, such as the unauthorized transfer of moneys from the Offshore Fund to pay for investments by the Onshore Fund, and the failure properly to account for those transfers. That misconduct did not come to light until aft

enforcement mechanisms in the state of recognition. 12. Regular and periodic disclosures required under the AIFM Directive Under the AIFMD Rules, the Offshore Fund and the Master Fund are required to provide certain periodic reporting to shareholders of each fund and the Partnership intends to provide the same

ital the terms of its investment management agreements with each of the Underlying Funds. The Management Company is also the investment advisor for the Offshore Fund and the Levered Fund. LIMITED PARTNERSHIP INTERESTS ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS FOR WHOM AN INVESTMENT IN THE PARTNERSHIP

ach such capital contribution, an "Offsetting Contribution") accepted by the Partnership (and, unless the General Partner determines otherwise, by the Offshore Fund, the Levered Fund, or any other fund that invests most of its capital in the Underlying Funds and/or one or more Trading Vehicles) as of either (i)

terest (for example, the sale of a position by the HB Fund to the Master Fund). The Limited Partners' Representative acts in the same capacity for the Offshore Fund and the Levered Fund. All Limited Partners, by purchasing Interests, consent to the Limited Partners' Representative having such authority. (See "

r Fund, through a "master-feeder" structure. Currently, only the Partnership and the Intermediate Fund directly invest in the Master Fund. Although the Offshore Fund, the Levered Fund and the Partnership have substantially similar terms, in the future other feeder funds that invest all of their respective invest

(or disadvantageous) for tax purposes to one Feeder Fund or its investors. Levered Feeder Funds As described above, the Levered Fund operates like the Offshore Fund by investing all of its investable assets in the Master Fund through the Intermediate Fund, but on a levered basis by employing leverage at the Lev

ts own expenses and a pro rata share of the expenses of the applicable Underlying Funds, but not the expenses of the Partnership, the Levered Fund, the Offshore Fund or another Feeder Fund Entity. Possible Positive Correlation with Stocks and Bonds Typically, one of the objectives of an investor in incorporating

a Group Capital custodians of the percentage of income that is allocable to the Partnership so that the impact of the withholding should only be on the Offshore Fund. In order to avoid a U.S. withholding tax of 30% on certain payments (including payments of gross proceeds) made with respect to certain actual and

enforcement mechanisms in the state of recognition. 12. Regular and periodic disclosures required under the AIFM Directive Under the AIFMD Rules, the Offshore Fund and the Master Fund are required to provide certain periodic reporting to shareholders of each fund and the Partnership intends to provide the same

und, L.P., a Cayman Islands exempted limited partnership. The PPM states that as of the date of the PPM, September 2012, no Feeder Funds other than the Offshore Fund were in existence. I do not know what is the state of affairs today. . Withdrawals are considered to be made first from the sub-capital account (and