Epstein Secrets

tner does not have any intention of registering the Fund, as an "investment company" as the term "investment company" is defined in Section 3(a) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). None of the General Partner, the Management Company or their respective members, managers, shar

agent or adviser of the Fund with respect to managing the affairs of the Fund is currently intended to be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). The purchase of the Interest by the Investor is consistent with the general investment objectives of the

state, federal and/or foreign laws. (I) The Investor understands that the Fund is not and will not be registered as an "investment company" under the U.S. Investment Company Act of 1940, as amended (the "Company Act"), pursuant to an exclusion provided from such definition by Section 3(c)(1) thereunder, nor will the Fund ma

n more than ten percent (10%) of the outstanding Interests. (n) The Investor is a "qualified client," as such term is defined in Rule 205-3 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"'). If the Investor is a company2 that would be defined as an "investment company" under Section 3(a) of the

the SVCs to such U.S. Persons and then only to Non-U.S. Persons or U.S. Persons who are "qualified purchasers" (as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (each such person, a "OP)); (ii) by Non-U.S. Persons, except to (1) other Non-U.S. Persons in offshore transactions in complianc

that exemption. U.S. Investment Advisers Act None of the General Partner, the Manager and their affiliates is currently registered of 1940 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act). However, either or both of the Manager and the General Partner may be required to become registered under

terial compliance costs and other burdens. While the General Partner believes that the Fund will not be subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), there can be no assurance that this belief is, or will continue to be, correct. If the Fund were

protections (including certain protections arising under the Securities Act, the U.S. Securities Exchange Act of 1934, the Investment Company Act, the U.S. Investment Advisers Act of 1940 (the "Advisers Act")), that would be available if the General Partner and the Fund were subject to greater governmental regulation and over

e Partnership may be considered similar in some ways to an investment company, the Partnership is not required and does not intend to register under the U.S. Investment Company Act of 1940, as amended from time to time (the "1940 Act"), and, accordingly, Limited Partners are not afforded the protections of the 1940 Act. Indem

lity of such projections. Absence of Regulatory Oversight. Notwithstanding that the Investment Advisor is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the "Advisers Act") and the Partnership may be considered similar in some ways to an investment company, the

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser

(the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the

act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the

act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn