The General Partner is accountable to the Fund as a fiduciary and, consequently, must exercise good faith and integrity in handling the business of the Fund. Nonetheless, the potential for various conflicts of interest in the operations of the Fund and the sale of Interests exists. Although the General Partner is required to disclose conflicts of interest that it may have with the Fund or investors in the Fund, there is no assurance that any conflict of interest will not result in adverse consequences to the Fund. The following conflicts of interest should be considered carefully prior to making an investment in the Fund:

• Services of the General Partner
The Fund Agreement does not require the General Partner or their respective affiliates and personnel to devote their entire time and attention to the Fund. They are only required to devote such time and attention to the Fund as they deem appropriate and they may engage in other activities and ventures, including competing ventures and/or unrelated employment, which result in various conflicts of interest between such persons and the Fund.


• Other Funds
The General Partner, and its respective personnel and affiliates may organize additional funds operating in parallel with the Fund in certain circumstances. Competition between any such funds and the Fund may reduce the profitability of the Fund over time. The Fund Agreement does not place restrictions on the establishment of other funds and should be read for more information on this and the other potential areas of conflict of interest discussed above.


• Performance Fee
The Fund will not charge Performance Fees until it exits the Incubation Period. Once this takes place and a Performance Fee is charged it is possible the Performance Fee will create an incentive for the General Partner to effect transactions in securities that are riskier or more speculative than would be the case in the absence of such a fee.