Epstein Secrets

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

xpects that the Onshore Feeder Fund will not make Distributions in kind unless it receives in kind distributions from the Master Fund. Pursuant to the Offshore Feeder LP Agreement, the Offshore Feeder Fund will make distributions to its limited partners (including any distributions in kind, if applicable), pro rata in accord

(ii) is effected to correct manifest errors or inconsistencies, (iii) is effected to grant Limited Partners the rights necessary for the assets of the Feeder Funds not to be subject to consolidation for financial reporting purposes with the Investment Manager or any of its affiliates, (iv) is necessary in ord

provided form has become obsolete or incorrect. Amendment of the LP The General Partner may amend the Onshore Feeder LP Agreements Agreement and the Offshore Feeder LP Agreement without the consent of the Limited Partners to make any change that (i) does not materially prejudice the interests of any Limited Partner, does n

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

xpects that the Onshore Feeder Fund will not make Distributions in kind unless it receives in kind distributions from the Master Fund. Pursuant to the Offshore Feeder LP Agreement, the Offshore Feeder Fund will make distributions to its limited partners (including any distributions in kind, if applicable), pro rata in accord

(ii) is effected to correct manifest errors or inconsistencies, (iii) is effected to grant Limited Partners the rights necessary for the assets of the Feeder Funds not to be subject to consolidation for financial reporting purposes with the Investment Manager or any of its affiliates, (iv) is necessary in ord

provided form has become obsolete or incorrect. Amendment of the LP The General Partner may amend the Onshore Feeder LP Agreements Agreement and the Offshore Feeder LP Agreement without the consent of the Limited Partners to make any change that (i) does not materially prejudice the interests of any Limited Partner, does n

nted nature of these events, the ultimate impacts on global markets are unpredictable and may not be immediately apparent, and may adversely affect the Feeder Funds, the Master Fund and their investments. 60 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108755 CONFIDENTIAL SONY GM_00254939 EFTA0

able by investors in the Master Fund). Investors should read this entire Memorandum (including the Appendices), the Onshore Feeder LP Agreement and the Offshore Feeder LP Agreement, as applicable, and should consult with their legal, tax and financial advisors regarding the risks and conflicts of interest involved in an invest