GLDUS132 EverWatch Financial IV. TAX, REGULATORY AND CERTAIN ERISA CONSIDERATIONS CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a brief summary of certain U.S. federal income tax considerations that may be applicable to an investment in the Access Fund. This discussion is based upon the Code, existing U.S. Treasury Regulations, and judicial decisions and administrative interpretations thereunder, all as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the IRS will not take a different position regarding one or more of the tax considerations described below. We have not obtained and do not intend to obtain a ruling from the IRS or an opinion of counsel with respect to the U.S. federal tax considerations resulting from acquiring, holding or disposing of the Limited Partnership Interests. This discussion does not address all U.S. federal income tax considerations that may be important to a particular Limited Partner in light of the Limited Partner's circumstances or to certain categories of Limited Partners that may be subject to special rules (such as financial institutions, insurance companies, dealers in securities. U.S. expatriates, Limited Partners whose functional currency is not the U.S. dollar, or persons who hold the Interests as part of a hedge, conversion transaction, straddle or other risk reduction transaction or otherwise as part of a "synthetic asset"). This discussion is limited to beneficial owners who purchase the Interests for cash at original issuance from the Access Fund. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction or the U.S. federal income tax consequences to tax-exempt entities and non-U.S. persons of an investment in the Access Fund. In addition, this discussion should be read in conjunction