within the meaning of Section 864(b) of the Code. (See Section X, “Certain Tax and ERISA Considerations.”) The General Partner’s undertaking will be deemed satisfied with respect to the making, holding or disposing of any portfolio investment if the Non U.S. Partners are given the opportunity to (or if all Limited Partners are otherwise required to) hold their proportionate shares of such portfolio investment directly or indirectly through an alternative investment vehicle treated as a corporation for U.S. federal income tax purposes.
Risk Factors: An investment in the Fund involves a high degree of risk. Prospective investors should carefully review the matters discussed under Section IX, “Certain Investment
Considerations.”
Legal Counsel: Proskauer Rose LLP
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