| Private Placement Memorandum |
§7.2 Taxation of Investors on Net Profits and Net Losses |
| As a partnership, the Fund will not be subject to federal income tax, but will file an annual partnership information return with the IRS. Each investor will be required to report on its federal income tax return its allocable share of income, gain, loss, deduction or credit of the Fund for each fiscal year. Since an investor's share is the same regardless of whether or not any distribution is made to it by the Fund, the tax payable by an investor with respect to its share of Fund income and gain for any year could exceed the amount of cash distributed to it from the Fund during that year. |
