Registration of Hedge Fund Advisers

On October 26, 2004, the Securities and Exchange Commission (“SEC”) adopted new Rule 203(b)(3)-2 and certain other rule amendments under the Investment Advisers Act of 1940, as amended (the “Act”). The new rule and amendments (collectively, the “New Rules”) require hedge fund managers and other advisers to certain private investment companies exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to register with the SEC under the Act. The New Rules are designed to provide the protections afforded by the Act to investors in private investment companies and to enhance the SEC's ability to protect the nation's securities markets.

Each adviser required to register under the New Rules must have its registration effective, and must have in place all policies and procedures required under the SEC rules, by February 1, 2006.

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