orporation for U.S. tax purposes, a U.S. Investor in the Offshore Feeder Fund may be less able to enjoy tax treaty benefits than a U.S. Investor in the Onshore Feeder Fund and there could be imposed withholding or other taxes at greater rates on income from an investment in the Offshore Feeder Fund as compared to the

anagement Fee that would have been payable in respect of such Investor had such Investor subscribed for an Interest at the Closing, and (ii) pay to the Onshore Feeder Fund, for the account of (A) Limited Partners that participated in prior closings (with respect to Feeder Fund Expenses (other than the Onshore Feeder

t Period, 0.5% per annum of the sum of such Limited Partner's invested capital in respect of investments in the Master Fund that are still held by the Onshore Feeder Fund (to the extent such invested capital has not been returned from distributions by the Master Fund) plus amounts reserved to fund capital calls of t

.S. federal income taxes. Tax Credit Limitations. Each Investor's share of any foreign income or withholding tax imposed on the income and gains of the Onshore Feeder Fund generally will be treated as a foreign income tax that the Investor may elect to deduct in computing its U.S. federal income tax liability or, subj

andum contains a more detailed and comprehensive summary of the risks associated with an investment in the Master Fund. Because the sole purpose of the Onshore Feeder Fund is to acquire an interest in the Master Fund, the underlying investment opportunity is in the Master Fund and all of the risk factors and disclosur

not constitute an offer to sell. or a solicitation of an offer to buy, any security or instrument in or to participate in any trading strategy with the Onshore Feeder Fund. If such offer is made, it will only be made by means of the Offering Memorandum as it may be amended, supplemented or restated from time to time, wh