GLDUS132 EverWatch Financial UNLESS OTHERWISE INDICATED, REFERENCES IN THE FOLLOWING DISCUSSION OF THE TAX CONSEQUENCES OF THE ACCESS FUND'S INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS INCLUDE INDIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF THE ACCESS FUND AS A RESULT OF THE ACCESS FUND'S STATUS AS A LIMITED PARTNER OF THE UNDERLYING FUND. Limited Partner's Tax Basis in its Interests. A Limited Partner's tax basis in its Interests would include the amount of money and/or the tax basis of property (if any) that the Limited Partner contributes to the Access Fund, increased principally by the Limited Partner's distributive share of any Access Fund income and certain Access Fund liabilities (if any), and decreased, but not below zero, principally by (i) the amount of cash distributions from the Access Fund to the Limited Partner and the adjusted tax basis of any distributions in-kind from the Access Fund to the Limited Partner, (ii) the amount of the Limited Partner's distributive sham of the Access Fund's losses and (iii) the Limited Partner's sham of a reduction in certain Access Fund liabilities, if any. We can provide no assurance with respect to the amount of Fund liabilities that would be allocated to any Limited Partner for this purpose. Distributions. A cash distribution to a Limited Partner generally will be taxable only to the extent that it exceeds the Limited Partner's tax basis in its Interests. The amount of the distribution, if any, that is in excess of tax basis will be considered to be gain from the sale of the Interests and generally taxable as a capital gain except to the extent attributable to certain ordinary income items of the Access Fund. Subject to certain exceptions, a Limited Partner generally would recognize loss with respect to its Interests only upon the receipt of a distribution consisting solely of cash in an amount that was less than the Limited Partner's tax basis in its Interests and which occurred in