Epstein Secrets

andum"). The Master Fund Offering Memorandum, together with the Master Fund Partnership Agreement, describes the material terms of an investment in the Master Fund. To the extent of any inconsistency between this Memorandum and the Master Fund Offering Memorandum, the Master Fund Offering Memorandum shall cont

Fund or the Master Fund Partnership Agreement will not change prior to the final closing of the Master Fund and without notice to the investors in the Feeder Funds. This Memorandum describes the principal terms that apply to an investment in the Feeder Funds and certain other information that relates specifica

nagement Fees and all amounts payable under any credit facility entered into by the Onshore Feeder Fund), (ii) obligations to fund capital calls by the Master Fund, (iii) obligations to provide indemnification to any person or entity, (iv) amounts necessary to maintain the Funding Reserve, and (v) amounts nec

participate in co-investments made by the Master Fund. The Onshore Feeder Fund may utilize an over-commitment strategy solely to cover expenses of the Feeder Funds and defaults by Limited Partners. Any amounts committed to the Master Fund 18 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108147 C

of the General Partner. The General Partner may admit additional Investors into the Feeder Funds in subsequent closings until the final closing of the Master Fund (the "Final Closing Date") (each such closing, a "Subsequent Closing"). Closings of the Feeder Funds are expected to coincide with closings of the

SOF III - 1081 Southern Financial LLC Closings The closing of the Feeder Funds (the "Closing") is expected to be held in the fourth quarter of 2013 but may occur earlier or later at the discretion of the General Partner. The G

nagement Fees and all amounts payable under any credit facility entered into by the Onshore Feeder Fund), (ii) obligations to fund capital calls by the Master Fund, (iii) obligations to provide indemnification to any person or entity, (iv) amounts necessary to maintain the Funding Reserve, and (v) amounts nec

participate in co-investments made by the Master Fund. The Onshore Feeder Fund may utilize an over-commitment strategy solely to cover expenses of the Feeder Funds and defaults by Limited Partners. Any amounts committed to the Master Fund 18 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108713 C

provided. Requests for documentation and additional information may be made at any time during which the Onshore Feeder Fund holds an investment in the Master Fund. The Master Fund General Partner may be required to provide this information, or report the failure to comply with such requests, to appropriate go

verifying, among other things, its source of funds used to purchase the investments. Each Investor will be required to make such representations to the Feeder Funds as the General Partner, the Investment Manager, and the Feeder Funds shall require in connection with applicable anti-money laundering programs, in