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 DOES NOT CONSTITUTE A

ontribution, 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) the beginning of

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 "Conflicts of Interest

rs and the General Partner, respectively. The Management Company also provides certain administrative and managerial services to the Offshore Fund, the Levered Fund, the Intermediate Fund and other advisory clients. To the extent that fixed asset-based fees and/or performance-based compensation are due to the M

"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 investable assets in one

ontribution, 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 Master Fund and/or one or more Trading Vehicles) as of either (i) the beginning of the ca