Epstein Secrets

Bank Holding Company Act of 1956, as amended ("BHC Act"), or a foreign banking organization, as defined in Regulation K of the Board of Governors of the Federal Reserve System (12 C.F.R. Section 211.23) or any successor regulation ("Regulation K"), or a non-bank subsidiary (as defined in the BHC Act and regulations thereu

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

fraudulent conveyance, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or local law. Furthermore, we express no opinion with respect to compliance with antifraud laws, rules or regulations relating to securities or the

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

w (or revised) laws or regulations may be imposed by the U.S. Commodity Futures Trading Commission (the "CFTC"), the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve") or other banking regulators, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations, i

Unregistered Status. None of the AlphaKeys Fund, the Underlying Master Fund nor the Underlying Fund is registered as an investment company under the Investment Company Ad. The Investment Company Ad provides certain protections to Investors and imposes certain restrictions on registered investment companies, none o

w (or revised) laws or regulations may be imposed by the U.S. Commodity Futures Trading Commission (the "CFTC"), the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve") or other banking regulators, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations, i

Unregistered Status. None of the AlphaKeys Fund, the Underlying Master Fund nor the Underlying Fund is registered as an investment company under the Investment Company Ad. The Investment Company Ad provides certain protections to Investors and imposes certain restrictions on registered investment companies, none o