EFTA Document EFTA01354360

GLOUS143 Henry Nicholas (h) Full Contribution. The Investor understands that, except as otherwise provided in the Partnership Agreement, the Investor may not make less than the full amount of any required capital contribution in respect of such Investor's Interest, unless this Agreement is for any reason rejected or this offering is for any reason canceled, and that default provisions with respect thereto, pursuant to which thc Investor may suffer substantial adverse consequences (including, but not limited to, the loss of all or a material portion of its investment in thc Partnership). are contained in the Partnership Agreement. (i) Exhibits. The Investor has carefully reviewed and/or completed the exhibits attached hereto to the extent applicable to the Investor and makes each of the representations set forth therein and such representations are true and correct in all respects. (i) No Need for Liquidity. The Investor has no need for liquidity in connection with its purchase of the Interest. and is able to bear thc risk of loss of its entire investment in the Interest. (k) Investment Objectives and Advice. The purchase of the Interest by the Investor is consistent with the general investment objectives of the Investor. The aggregate amount of the investments of the Investor in, and its commitments to. all similar im esunents that are illiquid is reasonable in relation to the Investor's net worth. The Investor hereby acknowledges that it has not relied on the General Partner, the Investment Manager or any of their respective partners or Affiliates for investment advice with respect to an investment in the Partnership. (1) Securities Laws. The Investor received thc Offering Materials and first learned of the Partnership in the country, territory, state or other jurisdiction identified in the address of the Investor set forth on the Investor's signature page hereto, and intends that the securities laws of that country, territory, state or other jurisdiction alone shall govern the offer and sale of the Interest to the Investor. If the Investor is not a resident of the United States, the Investor understands that it is the responsibility of the Investor to satisfy itself as to full observance of the laws of any relevant country, territory, state or jurisdiction outside of the United States in connection with thc offer and sale of thc Interest, including obtaining any required governmental or other consent and observing any other applicable legal, regulatory or other similar formalities. The Investor understands that no governmental agency or authority has passed upon or will pass upon thc offer or sale of the Interest or has made or will make any finding or determination as to the fairness of this investment. (m) Commodity Exchange Ad. (i) The Investor understands that (i) the General Partner is exempt from registration with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") with respect to the Partnership pursuant to CFTC Rule 4.I3(aX3) and, as a result of the General Partner's reliance on the CFTC Rule 4.13(aX3) exemption from registration as a CPO, the General Partner is not required to deliver a CFTC disclosure document to prospective investors, nor is it required to provide Investors with certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs; and (ii) the General Partner and Investment Manager are exempt pursuant to, respectively, CFTC Rule 4.14(aX5) and CFTC Rule 4.14(aX8) from registration with the CFTC as a commodity trading advisor ("CTA") with respect to the advice that each provides to the Partnership, and as such neither the General Partner nor the Investment Manager are required to satisfy certain disclosure and other requirements under CFTC rules. (n) Certain Itc(iii Won NIalters. PROPRIETARY AND CONFIDENTIAL 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038954 CONFIDENTIAL SONY GM_00185138 EFTA01354360