Análisis de la aplicabilidad de los gastos deducibles y no deducibles en la determinación del

Under the federal law commonly known as ERISA and similar laws, fiduciaries of ERISA Plans (generally tax qualified plans) and IRAs must act solely in the interest of the plan’s participants and beneficiaries for the exclusive purpose of providing benefits and defraying reasonable expenses of administering the plan. A fiduciary must:

• perform its duties with the skill, prudence and diligence of a prudent person acting in a like capacity and familiar with such matters;

• diversify the plan’s investments so as to minimize the risk of large losses unless it is clearly prudent not to do so; and

• act in accordance with the plan’s governing documents.

Fiduciaries include anyone who exercises any discretionary control over the assets of the plan. The fiduciary considering investing assets of an ERISA Plan or IRA in our units should consult with its legal advisors about ERISA, fiduciary and other legal considerations before making such an investment. Specifically, before investing in our units, any fiduciary should, after considering the plan’s particular

circumstances, determine whether the investment is appropriate under the fiduciary standards of ERISA or other applicable law including standards with respect to prudence, diversification and delegation of control and the prohibited transaction provisions of ERISA and the Code and under the plan documents of the ERISA Plan or IRA.

We urge each fiduciary of an ERISA Plan or IRA to consider these rules in thecontext of the particular circumstances of the ERISA Plan or IRA beforepurchasing our units.

Prohibited Transactions

ERISA and the Code prohibit ERISA Plans and IRAs from engaging in certain transactions involving their assets, including sales, loans, etc., which are referred to as “prohibited transactions,” with certain parties, which are referred to as “parties in interest” or “disqualified persons,” respectively. For purposes of this discussion, such persons will be referred to as “disqualified persons” only. Disqualified persons generally include:

• fiduciaries or other service providers of the ERISA Plan or IRA; • an employer whose employees are covered by the ERISA Plan;

• certain employers, officers, directors, certain shareholders and other owners of the company sponsoring the ERISA Plan; and

• persons and legal entities sharing certain family or ownership relationships with other disqualified persons.

In addition, the beneficiary of an IRA is generally considered to be a disqualified person for purposes of the prohibited transaction rules. Types of prohibited transactions include, for example:

• sale, exchange or leasing of property between an ERISA Plan or IRA and a disqualified person; • lending of money between an ERISA Plan or IRA and a disqualified person;

• direct or indirect transfers of an ERISA Plan’s or IRA’s assets to, or use by or for the benefit of, a disqualified person;

• the use of an ERISA Plan’s or IRA’s assets by a fiduciary for his or her personal benefit; and • a fiduciary receiving cash or other consideration for his or her own benefit from a third party in

Under ERISA, a fiduciary that engages in a prohibited transaction must return any profits to the plan and reimburse any losses to the plan. Also, the Code imposes excise taxes on a disqualified person that engages in a prohibited transaction. These prohibited transactions generally must be undone by the disqualified person to avoid additional penalties. In addition, if a taxpayer engages in a prohibited transaction with an IRA in which he or she is a beneficiary, the IRA will cease being an IRA and all of its assets will be treated as if they had been distributed to the taxpayer in the year in which the prohibited transaction occurred, which may result in additional tax and penalties to the taxpayer.

Subject to the rules discussed below, in order to avoid a prohibited transaction under the Code or ERISA, our units generally may not be purchased by an ERISA Plan or an IRA with funds or other assets for which we or any of our affiliates are fiduciaries or other disqualified persons unless a statutory or administrative exemption applies to the transaction.

Plan Assets

In some circumstances, ERISA applies a look-through rule under which the assets of an entity in which an ERISA Plan or IRA has invested are deemed to hold the assets of the ERISA Plan or the IRA itself. If our assets were determined to be plan assets, then fiduciaries of the ERISA Plans and IRAs that purchase our units might be subject to liability for actions that we take. In addition, some of the transactions described in this prospectus in which we might engage, including transactions with our affiliates, may be prohibited transactions. Moreover, fiduciaries of ERISA Plans or IRAs subject to ERISA’s fiduciary duty rules that purchase our units might be deemed to have improperly delegated their fiduciary responsibilities to us. ERISA, however, exempts certain investments from the look-through rule. Under the Department of Labor’s current regulations, our assets will not be treated as plan assets of an ERISA Plan or IRA if:

• our units are publicly offered, which means that among other things our units must be “freely transferable” and part of a class of units that is “widely held” as those terms are defined by ERISA; • less than 25% of the value of any class of our units are owned by ERISA Plans, IRAs, and certain other

Benefit Plan Investors (not counting for these purposes units held by any person who has discretionary authority over our assets or who provide investment advice for a fee or any such person’s affiliates); or • we are an operating company primarily engaged in the production or sale of a product or service other

than the investment of capital.

We cannot be certain that our units will be deemed to be freely transferable or that they will be widely held under the regulations, or that we will be deemed to be an operating company, because those issues involve factual determinations. Therefore, we intend to rely on the “less than 25%” ownership exemption, and we intend that ERISA Plans, IRAs, and other Benefit Plan Investors at all times own less than 25% of the total value of each class of our outstanding units (as described above). In making this determination, we will, as provided in the Department of Labor’s regulations, disregard the value of any units held by (i) our General Partner or our Investment Manager or other person (other than a Benefit Plan Investor), who has discretionary authority or control with respect to our assets, (ii) any person who provides investment advice for a fee with respect to our assets, and (iii) any affiliate of those persons.

Other ERISA Considerations

In addition to the considerations described above in connection with the “plan assets” issue, a fiduciary’s decision to cause an ERISA Plan or IRA to purchase our units should involve, among other factors,

considerations that include whether:

• the purchase is prudent in light of the illiquid nature of our units and the potential minimum required distributions from the ERISA Plan or IRA;

• the investment will provide sufficient cash distributions in light of required benefit payments and other needs for liquidity;

• the evaluation of the investment has properly taken into account the potential costs of determining and paying any amounts of federal income tax that may be owed on UBTI derived from us; and

• the fair market value of our units will be sufficiently ascertainable, and with sufficient frequency, to enable the ERISA Plan or IRA to value its assets in accordance with the rules and policies applicable to the ERISA Plan or IRA.

In addition, tax-exempt organizations may be subject to rules and regulations that are similar to those described above for ERISA Plans and IRAs. Therefore, tax-exempt organizations should consider the foregoing considerations as well.

The forgoing is only a summary of certain considerations associated with an investment in our units by an ERISA Plan or IRA. IT SHOULD NOT BE CONSTRUED AS LEGAL ADVICE OR AS COMPLETE IN ALL RELEVANT RESPECTS. ALL INVESTORS ARE URGED TO CONSULT THEIR INDEPENDENT LEGAL ADVISORS BEFORE INVESTING ASSETS OF AN ERISA PLAN OR IRA IN OUR UNITS AND TO MAKE THEIR OWN INDEPENDENT DECISIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF