that exemption. U.S. Investment Advisers Act None of the General Partner, the Manager and their affiliates is currently registered of 1940 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act). However, either or both of the Manager and the General Partner may be required to become registered under

that exemption. U.S. Investment Advisers Act None of the General Partner, the Manager and their affiliates is currently registered of 1940 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act). However, either or both of the Manager and the General Partner may be required to become registered under

n more than ten percent (10%) of the outstanding Interests. (n) The Investor is a "qualified client," as such term is defined in Rule 205-3 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"'). If the Investor is a company2 that would be defined as an "investment company" under Section 3(a) of the

agent or adviser of the Fund with respect to managing the affairs of the Fund is currently intended to be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). The purchase of the Interest by the Investor is consistent with the general investment objectives of the

protections (including certain protections arising under the Securities Act, the U.S. Securities Exchange Act of 1934, the Investment Company Act, the U.S. Investment Advisers Act of 1940 (the "Advisers Act")), that would be available if the General Partner and the Fund were subject to greater governmental regulation and over

lity of such projections. Absence of Regulatory Oversight. Notwithstanding that the Investment Advisor is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the "Advisers Act") and the Partnership may be considered similar in some ways to an investment company, the

(the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn

act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn

act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn