Epstein Secrets

e with its customary accounting practices for financial reporting. "Rules" shall have the meaning assigned to it in Section 13.12. "SEC" shall mean the U.S. Securities and Exchange Commission. "Securities" shall mean securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, evidence o

f the Partnership would be deemed to be "plan assets" for purposes of ERISA, (y) the Partnership or any Partner would be required to register as an Investment Company under the Investment Company Act of 1940, or (z) the continuing participation in the Partnership by such Limited Partner would likely cause a signi

l that is not a United Slates Person (inclucEng his or her trusts) ❑A broker-dealer CI An InsuranCe company ❑An investment company registered with the U.S. Securities and Exchange Commission ❑A 3(c)(1) or 3(cX7) Company ❑A non-profit ❑A pension plan (excluding a governmental pension plan) ❑A banking or thrift institution (proprietary)

r (d) of the Small Business investment Act; or (h) The Undersigned is a 'business development company' as defined in Section 2(a)(48) of the Investment Company Act or a 'business development company" defined in Section 202(aX22) of the investment Advisers Ad. Note for Accredited Investor Status: •

time (the "Limited Partnership Agreement"). 2. (a) Acknowledges and agrees that the Interest subscribed for hereunder has not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933, as amended (the "Act") or under any state or foreign securities laws or regulations, and the off

al B. If the Subscriber initialed category (1), (2) or (3) in section A above, the Subscriber represents that: The Subscriber is (i) a registered Investment Company (as defined in the U.S. Initial Investment Company Act of I940, as amended (the "1940 Act")), or (ii) exempt from registration as an Investment Co

hares are exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the timely filing of a Form D pursuant to Securities and Exchange Commission Regulation D and the requirements of the California Corporate Securities Law of 1968, as amended, subject to the filing of a notice under Californi

of Director or shareholder approvals; compliance with state securities or blue sky laws except as specifically set forth below; compliance with the Investment Company Act of 1940; compliance with laws that place limitations on corporate distributions; or the enforceability of provisions in the Financing Agreement