Epstein Secrets

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

invest as Limited Partners of the Fund on substantially similar terms, including economic terms, as the Fund (collectively, the "Parallel Funds"). Each Parallel Fund will simultaneously invest in the same securities on the same terms and at the same price as the Fund, except in cases in which the portfolio compa

tner were subject to the highest blended federal, state and local marginal income tax rate then applicable to an individual residing in any state in the United States, applied by taking into account the character of the taxable income in question (i.e., long-term capital gains, ordinary income, etc.); and (y) all

cial needs of investors who otherwise would invest as Limited Partners of the Partnership (together with any Affiliates Fund, the "Parallel Funds"). Each Parallel Fund (other than an Affiliates Fund) shall be governed by a limited partnership agreement (or other similar constitutive document) whose terms are subst

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

excess of $500,000, and (ii) those expenses further described in the last sentence of the definition of "Partnership Expenses" in Article II hereof. Each Parallel Fund shall pay, or shall reimburse the Partnership, the General Partner, the Advisor or any Affiliate of them for their payment of, its pro rata share (