Epstein Secrets

C, a Delaware limited liability company (the "Manager). The Fund is managed by the Manager. The general partner of the Fund is Andra Managers LLC, a Cayman Islands limited liability company (the "General Partner). SVCs represent an indirect fractional non-voting economic interest in the sole limited pa

e investor fund, is not required to register or be regulated as a mutual fund under the Mutual Funds Law (as amended) of the Cayman Islands. Neither the Cayman Islands Monetary Authority, nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this offering memorandum. T

Fund carried on outside the Cayman Islands. The Fund is a regulated mutual fund for the purposes of the Mutual Funds Law and is registered with the Cayman Islands Monetary Authority (-MA") pursuant to section 4(3) of that law. This offering memorandum has been filed with CIMA. Such registration does n

dments to the Fund Agreement Tax Consequences The Fund is a regulated mutual fund for the purposes of the Mutual Funds Law and is registered with the Cayman Islands Monetary Authority ("CIMA") pursuant to section 4(3) of that law. This offering memorandum has been filed with CIMA. Such registration does not imply that CIMA or any

ited Partner as necessary for the completion of federal income tax returns. Legal Counsel Goodwin Procter LLP, Tulloch & Co, and (as to matters of Cayman Islands law only) Maples and Calder will represent the General Partner and the Fund (but will not represent any Limited Partner) in connection wit

e Partnership is not required to register or be regulated as a mutual fund under the Mutual Funds Law (2009 Revision) of the Cayman Islands. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this document. There is no i

rofession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2014 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money launder

e Partnership is not required to register or be regulated as a mutual fund under the Mutual Funds Law (2015 Revision) of the Cayman Islands. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has commented upon or approved the terms or merits of this document. There is no investm

(ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach

s amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are required to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership is registered pursuant to the Mutual Funds Law and the consequences of regulation are described below under "Certain Legal

ns require the Master Partnership to, amongst other things, (i) register with the Service; (ii) register with the Cayman TIA, and thereby notify the Cayman TIA of its status as a "Reporting Financial Institution"; (iii) adopt and implement written policies and procedures setting out how it will address

f the Cayman Islands (the "Law"), certain "master funds" (as defined in the Mutual Funds Law) are required to be registered with, and regulated by, the Cayman Islands Monetary Authority (the "Monetary Authority"). The Master Partnership is so registered with the Monetary Authority. As a regulated "master fund," the Master Partnersh

rtnership: Taxation of Millennium USA and the Master Partnership. Millennium USA is a Delaware limited partnership and the Master Partnership is a Cayman limited partnership. Foreign (non-Japanese) entities are generally classified for Japanese tax purposes as either a separate legal person (houjin)

ds Law (as amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership has submitted an application for registration pursuant to the Mutual Funds Law. The registration process and the consequenc

t present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Master Partnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amend

mended) of the Cayman Islands (the "Law"), certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority (the "Monetary Authority"). The Master Partnership has submitted an application for registration pursuant to the Law. As a regulated "master fund,

rtnership: Taxation of Millennium USA and the Master Partnership. Millennium USA is a Delaware limited partnership and the Master Partnership is a Cayman limited partnership. Foreign (non-Japanese) entities are generally classified for Japanese tax purposes as either a separate legal person (houjin)

ds Law (as amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership has submitted an application for registration pursuant to the Mutual Funds Law. The registration process and the consequenc

t present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Master Partnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amend

mended) of the Cayman Islands (the "Law"), certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority (the "Monetary Authority"). The Master Partnership has submitted an application for registration pursuant to the Law. As a regulated "master fund,