40.2.25: Side Letter with State Pension Plan Trustee

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Abstract

Neither the Partnership, the General Partner, the Management Company nor any of their Affiliates, directors or officers shall have entered into or shall hereafter enter into any side letter or similar agreement with any investor in the Partnership in connection with the admission of such investor as a Limited Partner in the Partnership or otherwise, except as disclosed to the SEF in writing; nor shall any such side letter or similar agreement with any existing or future investor have the effect of establishing rights or otherwise benefiting such investor in any manner more favorable in any respect to such investor than the rights and benefits established in favor of the SEF by the Partnership Agreement and this letter agreement unless the SEF has previously been offered the opportunity to receive such rights and benefits. The SEF hereby elects to receive all such rights and benefits upon the same terms, and subject to the same conditions and obligations, provided to and imposed upon such other investor unless, within 30 days after written notice of such side letter or similar agreement, the SEF shall have given notice to the contrary to the General Partner. The General Partner also agrees that the terms of this side letter (as it may be amended) shall apply with respect to the SEF's participation in any Alternative Investment Vehicle or Parallel Fund.