ERISA Compliance Guidance for Fund Investment by Benefit Plans

ERISA Plan for purposes of ERISA. In particular, the General Partner will use reasonable best efforts to either (i) limit investment in the Fund by “benefit plan investors” to a level that would not be considered “significant” under ERISA, or (ii) operate the Fund as a VCOC, or (iii) operate the Fund in compliance with any other then-available exception to the general rule of plan asset treatment. The General Partner has the authority to require a Limited Partner to withdraw from the Fund (in whole or in part) where the General Partner determines that such withdrawal is necessary to avoid having the Fund’s assets deemed to be “plan assets” subject to ERISA or Section 4975 of the Code. Accordingly, the Fund is not expected to be deemed to be holding “plan assets” subject to ERISA at any time. Reporting Benefit plan investors may be required to report certain compensation paid by the Fund (or by third parties) to the Fund’s service providers as “reportable indirect compensation” on Schedule C to the Form 5500 Annual Return (the “Form 5500”). To the extent any compensation arrangements described herein constitute reportable indirect compensation, any such descriptions are intended to satisfy the disclosure requirements for the alternative reporting option for “eligible indirect compensation,” as defined for purposes of Schedule C to the Form 5500. Additional Information ERISA and its accompanying regulations are complex and, to a great extent, have not yet been interpreted by the courts or the administrative agencies. This discussion does not purport to constitute a thorough analysis of ERISA. Each prospective investor subject to ERISA should consult with its own legal counsel concerning the implications under ERISA of an investment in the Fund, and to confirm that such an investment will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement under ERISA. “Governmental plans” and certain “church plans”, while not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA, may nevertheless be subject to state or other federal laws that are substantially similar to the foregoing provisions of ERISA. Decision-makers for any such plans should consult with their counsel before making an investment in the Fund. 84 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024095