The offer and sale of the limited partner interests of RiSo Capital fund ilp, a Delaware limited partnership (the “partnership”), have not been registered under the securities act of 1933, as amended (the “securities act”), the securities laws of any state or any other applicable securities laws in reliance upon exemptions from the registration requirements of the securities act and such laws. Such limited partner interests must be acquired for investment only and may not be offered for sale, pledged, hypothecated, sold, assigned or transferred at any time except in compliance with (i) the securities act, any applicable state securities laws, and any other applicable securities laws; and (ii) the terms and conditions of the partnership’s limited partnership agreement. Such limited partner interests may not be transferred of record except in compliance with such laws and such limited partnership agreement. Therefore, purchasers of such limited partnership interests shall be required to bear the risk of their investment for an indefinite period of time.

Limited partner interests may not be sold, pledged, hypothecated or otherwise transferred within the United States or to a “U.S. person,” within the meaning of regulations under the securities act, in the absence of an effective registration under the securities act or an opinion of counsel satisfactory to the general partner that such registration is not required.