The limited partnership Interests described in this Memorandum are not registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws in reliance upon the exemptions for transactions not involving a public offering. As a purchaser of such Interests in a private placement not registered under the Securities Act, each investor will be required to make certain representations to the Fund, including that it is acquiring such interests for investment and not with a view to resale or distribution, and that it is an accredited investor as defined in Regulation D of the Securities Act. It is extremely unlikely that the limited partnership Interests will ever be registered under the Securities Act.
During the course of the transaction and prior to sale, each purchaser of the Interests and its purchaser representatives, if any, are invited to ask questions of the General Partner and other representatives of the General Partner concerning the terms and conditions of the offering. Each prospective purchaser may request additional information necessary to verify the accuracy of the information furnished in this memorandum, and the General Partner will endeavor to provide such information if it can be acquired without unreasonable effort or expense.