o be registered as an investment adviser with the SEC. The Management Company is responsible for the investment activities of the Master Fund and the HB Fund, subject to the terms of its investment management agreements with each such entity and to the oversight of the Master Fund's board of directors (

rawal Date (as defined below)). Withdrawal requests from Limited Partners will be met by redeeming and withdrawing assets from the Master Fund and the HB Fund, respectively, pm rata based upon the relative net asset values of the Partnership's interests in the Master Fund and the HB Fund as of the applica

anting or withholding, investor consent to certain transactions that may give rise to conflicts of interest (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 Partne

a Group Capital of its affiliates) to damages and administrative enforcement and could result in the borrowers rescinding such loans against either the HB Fund, as the issuing entity, or subsequent holders of such loans. The lending and servicing business involves the collection of numerous accounts and c

on). The Management Company may, without the consent of Limited Partners, cause the Management Fee to be charged to and paid by the Master Fund and the HB Fund (pLo rata based on their relative net asset values), instead of the Partnership. A pro_ rata portion of the Management Fee will be paid out of any

earing, financing and credit agreements, regulatory investigations and/or proceedings attributable or relating to the Partnership, the Master Fund, the HB Fund or any Trading Vehicle, and regulatory reporting and compliance costs attributable or relating to the Partnership, the Master Fund, the HB Fund or a

derived therefrom. Valuation of Partnership Assets. Because all of the investable assets of the Partnership will be invested in the Master Fund and the HB Fund, the value of the Partnership's assets and liabilities will be primarily based on the value of the Master Fund's and HB Fund's assets and liabilitie