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returns, and might be liable for U.S. tax in excess of the amount collected by withholding. Similarly, Non-U.S. Partners could become subject to U.S. federal income tax and tax return filing obligations, as a result of transfers of their Limited Partner Interests at a time when the Fund owned stock of any U.S. corporation that is a USRPHC, although certain exceptions may apply. Even if a company in which the Fund invests is not a USRPHC at the time of such investment, such company subsequently may become a USRPHC. Currency Conversion Issues - Non-U.S. Partners (like other Partners) will be required to make their capital contributions to the Fund in US. dollars, and any cash distributions made by the Fund will be made in U.S. dollars. Profits or losses realized by Non-U.S. Partners on the conversion of other currencies into U.S. dollars, or of U.S. dollars into other currencies, will neither be reflected in the capital accounts of the Partners nor affect the amounts distributable by the Fund to its Non-U.S. Partners. Withholding on Payments to Certain Foreign Entities - Sections 1471 through 1474 of the Code would generally impose a withholding tax of 30% on certain gross amounts of income not effectively connected with a U.S. trade or business paid to certain foreign entities, unless certain requirements are satisfied. Amounts subject to withholding tax under these rules generally include gross U.S.-source dividend and interest income paid on or after July 1, 2014, as well as gross proceeds from the sale of property that produces U.S.-source dividend or interest income paid on or after January 1, 2017. To avoid withholding under these rules, Non-U.S. Partners that are subject to these rules will generally be obligated to comply with certain information reporting and disclosure requirements, including, in certain cases, entering into an agreement with the IRS. Non-U.S. Partners are encouraged to consult their own tax advisors regarding the possible application of Sections 1471 through 1474 of the Code to their investment in the Fund. Other Tax Matters Certain State and Local Tax Consequences - State and local taxing jurisdictions may impose income taxes and estate, inheritance and intangible property taxes on income from, or an investment in, the Fund. These tax laws may differ substantially from the U.S. federal tax laws. As a result of participating in the Fund, a Partner may be required to file tax returns with, and pay taxes to, any state or local jurisdiction in which the Fund does business (or is deemed to do business from investing a portion of its commitments in operating businesses treated as tax transparent for U.S. federal income tax purposes). A Partner’s distributive share of the Fund’s taxable income, gain, loss, deduction and credit is normally included in the income reported to the state and local jurisdiction(s) in which the Partner is a resident or does business. Investors should consult their own tax advisors about state and local taxes. Basis for Description of Tax Consequences - The description of U.S. tax consequences set forth above is based on the provisions of the principal agreements relating to the Fund that the General Partner expects will be adopted, existing provisions of the Code, existing and proposed U.S. Treasury Regulations, existing administrative interpretations and court decisions, and certain assumptions. Future legislation, U.S. Treasury Regulations, administrative interpretations or court decisions could significantly change these authorities. Any such change could have retroactive application and therefore could apply to transactions that have taken place before such change occurs. In addition, some of the issues discussed above have not been addressed by administrative authorities or resolved by the courts. Accordingly, no assurance 81 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024092