Certain prospective investors may be subject to federal and state laws, rules and regulations which may regulate their participation in the Fund, or their engaging directly, or indirectly through an investment in the Fund, in investment strategies of the types which the Fund utilizes from time to time. Each type of exempt organization is subject to different laws, rules and regulations, and prospective investors should consult with their own advisers as to the advisability and tax consequences of an investment in the Fund. In particular, exempt organizations should consider the applicability to them of the provisions relating to "unrelated business taxable income" UBTI. Investments in the Fund by entities subject to ERISA, and other tax-exempt entities require special consideration. See the sections of this Memorandum entitled "ERISA Considerations" and "Federal Income Tax Considerations."