can be given that the IRS will agree with the description of the U.S. federal income tax consequences described above. No rulings have been or will be requested from the IRS. Furthermore, any changes in the principal agreements relating to the Fund or the operations of the Fund could affect the tax consequences described above.
Consultation with Tax Advisors - The description of U.S. tax matters set forth above is not intended as a substitute for careful tax planning. It does not address all of the U.S. federal income tax consequences to investors in the Fund, and does not address any of the foreign, state, local, estate or other tax consequences of such investment to any investor, except as otherwise specifically provided. Each prospective investor in the Fund is solely responsible for all tax consequences to that person or entity of an investment in the Fund. Each prospective investor is advised to consult its own tax counsel as to the U.S. federal income tax consequences attributable to acquiring, holding and disposing of an Limited Partner Interest and as to applicable foreign, state, local, estate or other taxes. The effect of existing U.S. income tax laws and treaties, the tax laws of other jurisdictions to which an investor may be subject, and possible changes in such laws and treaties (including proposed changes which have not yet been adopted) will vary with the particular circumstances of each investor.
CERTAIN ERISA CONSIDERATIONS
ERISA governs the investment of assets of ERISA Plans that may be investors, directly or indirectly, in the Fund. ERISA, the regulations under ERISA issued by the United States Department of Labor (the “DOL”) and opinions and other authority issued by the DOL and the courts provide guidance that should be considered by fiduciaries of ERISA Plans prior to investing in the Fund.
The following discussion of certain ERISA considerations is based on statutory authority and judicial and administrative interpretations as of the date hereof and is designed only to provide a general understanding of the basic issues. Accordingly, this discussion should not be considered legal advice and the trustees and other fiduciaries of each ERISA Plan are encouraged to consult their own legal advisors on these matters.
Fiduciary Duty of Investing Plans
A fiduciary considering investing assets of an Employee Plan (“plan assets”) in the Fund should consult its legal adviser before making such an investment. Before authorizing an investment in the Fund, any such fiduciary should, after considering the Employee Plan’s particular circumstances, be satisfied that the investment of such plan assets in the Fund is appropriate under the fiduciary standards of ERISA, including standards with respect to prudence, diversification and compliance with the governing documents of the Employee Plan and its related trust and the prohibited transaction provisions of ERISA and the Code.
Plan Assets ERISA and the regulation issued by the DOL at 29 C.F.R. § 2510.3-101, as modified or deemed to be modified by ERISA (the “Plan Assets Regulation”), define the term “plan assets” as applied
to entities in which a plan invests, directly or indirectly, such as the Fund. The Plan Assets Regulation provides that when an ERISA Plan acquires an equity interest in an entity, and such
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