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This term sheet (and other fund related documents) does not constitute an offer to issue or sell, or a solicitation of an offer to subscribe to or buy, any of the shares offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation.

None of the shares of the fund have been registered under the securities act, any state securities laws or other applicable securities regulations and, unless so registered, neither may be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the securities act and applicable state securities laws. As a result, this offering is made in reliance upon an exemption from the registration under the securities act and other applicable securities regulations for an offer and sale of securities which does not involve a public offering. Accordingly, limited partners should be aware that they will be required to bear the financial risk of their investment for an indefinite period of time.

This term sheet is highly confidential and has been prepared by the fund solely for use in connection with the proposed private placement of the shares described herein. This term sheet is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire shares. Distribution of this offering memorandum to any person other than the offeree and those persons, if any, retained to advise such offerree with respect thereto is unauthorized, and any disclosure of any of its contents to anyone other than offerees to whom it is submitted without the prior written consent of the fund is prohibited. Each offeree represents that it is basing its investment decision solely on this term sheet and its own examination of the fund and the terms of the offering of the shares offered hereby, including the merits and the risks involved. Each prospective purchaser, by accepting delivery of this term sheet, agrees to the foregoing and, if such prospective purchaser does not purchase shares or the offering is terminated, to return this term sheet and all documents delivered in connection herewith to the fund. 

Each person receiving this term sheet acknowledges that (a) such person has been afforded an opportunity to request from the fund and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information herein, and (b) no person has been authorized to give any information or to make any representation concerning the fund or the shares offered hereby other than as contained herein and information given by duly authorized officers and employees of the fund and the terms of the offering, and, if given or made, such other information or representations should not be relied upon as having been authorized by the fund.

The statements contained herein are based on information believed by the fund to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have not changed since the date such information was supplied. This term sheet contains summaries of certain provisions of documents relating to the issuance of and subscription to shares of the fund. Such summaries do not purport to be complete and are qualified in their entirety by reference to the texts of the definitive documentation which will be provided to prospective limited partners upon request.

No representation is made to any offeree or purchaser of shares of the fund regarding the legality of any investment therein by such offeree or purchaser under any applicable legal investment or similar laws or regulations. The contents of this term sheet are not to be construed as legal, business or tax advice. Each prospective investor should consult its, his or her own legal, business and tax advisors as to legal, business and tax advice.

The fund reserves the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all or any of the shares offered hereby. The offer made hereby can be withdrawn at any time before the closing of the sale of the shares.

In making an investment decision, limited partners must rely on their own examination of the fund and the terms of the offering of the shares, including the merits and the risks involved.

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