nch profits tax of 30% as well. The imposition of such taxes would materially affect the Master Fund's (and therefore the Onshore Feeder Fund's and the Offshore Feeder Fund's) ability to make distributions to Investors. In addition, the Offshore Feeder Fund may be deemed to be engaged in a trade or business in the United

Unlike the Onshore Feeder Fund, the Offshore Feeder Fund may be considered an ERISA plan asset entity within the meaning of ERISA. However, because the Offshore Feeder Fund's sole purpose is to invest in the Onshore Feeder Fund, and no discretion is being exercised by the General Partner or the Offshore Feeder Administrat

Fund. Unlike the Onshore Feeder Fund, the Offshore Feeder Fund may be considered an ERISA plan asset entity within the meaning of ERISA, but since the Offshore Feeder Fund's sole purpose is to invest in the Onshore Feeder Fund, and no discretion is being exercised by the General Partner (in its capacity as general partn

uld be subject to U.S. federal income tax and possibly to a branch profits tax of 30% as well. The imposition of such taxes would materially affect the Offshore Feeder Fund's ability to make distributions on the Offshore Feeder Fund interests. 74 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108769 CONFIDE