Epstein Secrets

uch jurisdiction. Interests that are acquired by persons not entitled to hold them will be compulsorily redeemed. In this Memorandum, references to the "United States" or "U.S." will mean the United States of America, its territories and possessions, any state thereof and the District of Columbia. References to "S

r of the New York Stock Exchange, Inc. and other principal securities exchanges. The offices of the Administrator are located at 1285 Avenue of the Americas, New York, New York 10019, and its telephone number is (800) 486-2608. The Administrator may, directly or indirectly, assign all or any part of its

d from foreign corporations if such foreign corporations are qualified foreign corporations of a foreign country which has an income tax treaty with the United States, which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision, or if

such income is not debt-financed, as discussed below. UBTI also includes certain insurance income derived by a CFC if a tax-exempt organization is a "United States Shareholder" (as defined in the Code) with respect to such CFC. A tax-exempt entity deriving gross income characterized as UBTI that equals or exce

ars. During the Investment Period, the Management Fee with respect to a Limited Partner will equal the Applicable Management Fee Percentage of such Limited Partner's Capital Commitment. After the earlier of (i) the end of the Investment Period and (ii) the time management fees in connection with a successor fund have begun to accr

SUBJECT TO THE GENERAL PARTNER'S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY UNITED STATES STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE I

TA00609521 VALAR Private Placement Memorandum 27 to accommodate the tax, regulatory or legal needs of investors (including, without limitation, non-United States investors) who would otherwise invest as Limited Partners of the Fund on substantially similar terms, including economic terms, as the Fund (collec

oportion to their relative Capital Commitments. iii. Third, after the aggregate amount distributed to each Limited Partner is equal to 300% of such Limited Partner's Capital Commitment as of the date of such distribution, 100% to the General Partner until it has received aggregate distributions totaling 25% of (x) the aggregate di

SUBJECT TO THE GENERAL PARTNER'S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY UNITED STATES STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE I

ary income on all or a portion of the gain from the sale of stock of a CFC. INVESTMENT BY THE PARTNERSHIP IN PASSIVE FOREIGN INVESTMENT COMPANIES. A non-United States corporation in which the Partnership invests may be classified as a passive foreign investment company ("PFJC') in one or more taxable years while t

oportion to their relative Capital Commitments. iii. Third, after the aggregate amount distributed to each Limited Partner is equal to 300% of such Limited Partner's Capital Commitment as of the date of such distribution, 100% to the General Partner until it has received aggregate distributions totaling 25% of (x) the aggregate di

or cause to be prepared the Partnership's annual and quarterly financial statements) in accordance with generally accepted accounting principles in the United States consistently applied and in accordance with the terms of this Agreement. Such books shall be maintained, for the duration of the Partnership and for

at the time of determination, with respect to any Limited Partner, an amount (expressed as a percentage) equal to A divided by B, where "A" is such Limited Partner's Capital Commitment to the Partnership and where "B" is the aggregate amount of the Capital Commitments of all Limited Partners to the Partnership, in each case as det