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tion, marketing, or management of the Funds. -6- EFTA00314495 B. Epstein Invests in the High Grade Fund. In late 2003, Epstein was provided with the Private Placement Memorandum ("PPM") for the High Grade Fund (Exhibit A) by someone within BSAM's Hedge Fund Services. According to the PPM, the High Grade Fund intended to inv
up to 10% of the investment portfolio . . . may be invested in lower-rated investment grade, below investment grade or unrated securities. As the Master Fund's portfolio is leveraged, such holdings may be equal to a substantial amount of the Master Fund's Net Asset Value. In fact, if the Master Fund employ
Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers to the Private Placement Memorandum of Millennium USA LP and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizatio
s may recognize ordinary income or loss in connection with a withdrawal from the AlphaKeys Fund as a result of the Underlying Fund's and Underlying Master Fund's mark-to-market election. Investors should consult their own tax advisors about the character of any gain or loss recognized on withdrawal from the A
Millennium Management LIC, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers to the Private Placement Memorandum of Millennium USA LP and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizatio
s may recognize ordinary income or loss in connection with a withdrawal from the AlphaKeys Fund as a result of the Underlying Fund's and Underlying Master Fund's mark-to-market election. Investors should consult their own tax advisors about the character of any gain or loss recognized on withdrawal from the A
Entities connected to both the Private Placement Memorandum and Master Fund's

United States
LOCATION
FDIC
ORGANIZATION
Cayman Islands
LOCATIONKeogh
ORGANIZATION
U.S. Treasury
ORGANIZATIONnon-U.S. Investors
ORGANIZATION
UBS AG
ORGANIZATION
Jeffrey Epstein
PERSON
New York
LOCATION
the Internal Revenue Service
ORGANIZATIONNon-U.S. Investments
ORGANIZATIONthe District of Columbia
LOCATIONErnst & Young LLP
ORGANIZATIONClasses of Interests
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATIONAnti-Money Laundering
ORGANIZATIONInvestment Company
ORGANIZATIONthe "Limited Partners
ORGANIZATIONCayman
LOCATION