Epstein Secrets

atters partner shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit. If the tax matters partner is required by

(Le., an amount sufficient to enable the Partnership to distribute to such Limited Partner an amount equal to three hundred percent (300%) of such Limited Partner's Capital Commitment). 13. 147765658 v44 EFTA00808297 For all purposes under this Agreement, the "Second Allocation Hurdle" shall be determined as of the time that

at, although the Partnership intends to adopt positions it believes are in accord with current interpretations of the U.S. federal income tax laws, the Internal Revenue Service ("IRS") may not agree with the tax STRICTLY CONFIDENTIAL 54 DRAFT - Jeffery Epstein EFTA00617693 positions taken by the Partnership and that, i

uch subsequent closing (determined in the manner set forth in the Partnership Agreement). This "buy-in" amount will not increase the later-admitted Limited Partner's Capital Commitment. However, if the Fund's initial investments appreciate in value before the Fund's Final Closing Date, later-admitted Limited Partners may have a sm

de at this time, and upon a particular Member's individual circumstances. No advance rulings have been or will be sought by the AlphaKeys Fund from the Internal Revenue Service (the "IRS") regarding any matter discussed in this Memorandum. IN VIEW OF THE FOREGOING, EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVI

ars. During the Investment Period, the Management Fee with respect to a Limited Partner will equal the Applicable Management Fee Percentage of such Limited Partner's Capital Commitment. After the earlier of (i) the end of the Investment Period and (ii) the time management fees in connection with a successor fund have begun to accr