GLDUS132 EverWatch Financial Additionally, if a U.S. Tax-Exempt Investor incurs debt to finance its Interest. al l or a portion of the income or gain attributed to the Interest would be included in UBTI. regardless of whether such income or gain would otherwise be excluded as dividends, interest or income which is not normally UBTI. U.S. Tax-Exempt Investors that are "charitable remainder trusts" am subject to a 100°/0 excise tax on their UBTI. Further. certain U.S. Tax-Exempt Investors may be subject to an excise tax if the Access Fund engages in a -prohibited tax shelter transaction" or a -subsequently listed transaction" as defined in Section 4965 of the Code. If the Access Fund engages in a prohibited tax shelter transaction, U.S. Tax-Exempt Investors may be subject to substantial penalties if they fail to comply with special disclosure requirements, and their managers may also be subject to substantial penalties. Prospective investors are urged to consult their own tax advisors regarding the applicability of these rules to an investment in the Access Fund. The Interests am being offered only to U.S. taxable investors and U.S. Tax-Exempt Investors that arc willing to receive material amounts of UBTI. U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI should not invest in the Access Fund. A Feeder Fund may be organized to accommodate certain qualified U.S. Tax-Exempt Investors who do not wish to receive UBTI. United States Foreign Tax Credits. Subject to applicable limitations, a Limited Partner that is subject to U.S. federal income taxation generally should be entitled to elect to treat foreign taxes withheld from such Limited Partner's share of the Access Fund's dividend and interest income as foreign income taxes eligible for credit against such Limited Panner's U.S. federal income tax liability. Capital gains recognized by the Access Fund, however, generally am considered to be from sources within the Unite