Summary of KUE Cayman Limited Partnership Structure and General Partner Terms

14. THE STRUCTURE OF KUE AND THE GENERAL PARTNER The following information is a summary of the principal terms of the organizational documents of KUE and the General Partner. The information below is qualified in its entirety by reference to the Amended and Restated Limited Partnership Agreement of KUE and the organizational documents of the General Partner, including the Amended and Restated Memorandum and Articles of Association of the General Partner and the Agreement Among Members of the General Partner (the “Organizational Documents”), copies of which have been provided or are available upon request. in the event of any inconsistency between the terms herein and the terms of the Organizational Documents, the Organizational Documents shall control. 14.1. KUE KUE is constituted as a Cayman islands exempted limited partnership under the Exempted Limited Partnership Law (2003 Revision) (the “ELP Law’). A Cayman Islands exempted limited partnership is constituted by the signing of the relevant partnership agreement and its registration with the Registrar of Exempted Limited Partnerships in the Cayman Islands. Notwithstanding registration, an exempted limited partnership is not a separate legal person distinct from its partners. Under Cayman Islands law, any property of the exempted limited partnership shall be held or deemed to be held by the general partner, and if more than one then by the general partners jointly upon trust, as an asset of the partnership in accordance with the terms of the partnership agreement. Similarly, the general partner for and on behalf of the partnership incurs the debts or obligations of the exempted limited partnership. Registration under the ELP Law eniails that the partnership becomes subject to, and the limited partners therein are afforded the limited liability and other benefits of the ELP Law. The business of an exempted limited partnership will be conducted by its general partner(s) who will be liable for all debts and obligations of the exempted limited partnership to the extent the partnership has insufficient assets. As a general matter, a limited partner of an exempted limited partnership will not be liable for the debts and obligations of the exempied limited partnership save (i) as expressed in the partnership agreement, (ii) if such limited partner becomes involved in the conduct of the partnership's business or (iii) if such limited partner is obliged pursuant to Section 14(1) of the ELP Law to return a distribution made to it where the exempted limited partnership is insolvent, The Limited Partnership Agreement of KUE limits the liability and reduces the fiduciary duties of the General Partner to the Limited Partners of KUE (the "Limited Partners,” and, together with the General Partner, the “Partners”) to the full extent of applicable law. The Limited Partnership Agreement also restricts the remedies available to the Limited Partners for actions that might otherwise constitute a breach of the General Partner's fiduciary duties owed to the Limited Partners. By purchasing Units, Investors are treated as having consented to various actions contemplated in the Limited Partnership Agreement and conflicts of interest that might otherwise be considered a breach of fiduciary or other duties under applicable Cayman law. 14.2. The General Partner The General Partner is incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law (2004 Revision) (the “Companies Law’), The Memorandum and Articles of Association comprise the constitution of General Partner. The principal business purpose of the General Partner is to act as the general partner of KUE, tc own interests in KUE and to engage in activities related thereto (the "Business Purpose"), The General Partner will not engage in maierial activities (including holding any material assets or incurring any material liabilities) unrelated to the Business Purpose, The General Partner has no prior operating history or prior business and will not have any substantial assets or 115 HOUSE_OVERSIGHT_024548