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

y this Memorandum, other than as set forth herein, and any such statements, if made, may not be relied upon. The AlphaKeys Fund is member-managed. UBS Fund Advisor, L.L.C., a Delaware limited liability company (the "Administrator") has been appointed as Administrator to the AlphaKeys Fund. Further, under the LL

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 it

THROUGH ITS INVESTMENT IN MILLENNIUM PARTNERS, L.P. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGU

IPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. This Confidential Memorandum relates to an offering of: Class GG interests (the "Cl

bject. See "The Master Partnership's Investment Program and Description: Leverage and Loans" in the Underlying Fund Memorandum. THE ADMINISTRATOR UBS Fund Advisor, L.L.C. has been appointed by the Investors to provide certain administrative or support services to the AlphaKeys Fund (in such capacity, the "Adm

INTERESTS WILL BE PROVIDED BY THE PARTNERSHIP FROM THE UNITED STATES ONLY; AND THE PARTNERSHIP WILL NOT BE AND IS NOT INTENDED TO BE REGISTERED IN THE UNITED STATES OR IN THE REPUBLIC OF AZERBAIJAN. AN INVESTMENT INTO THE PARTNERSHIP BY AN AZERBAIJAN RESIDENT MAY BE SUBJECT TO CERTAIN RESTRICTIONS, LIMITATIONS

526.000 536.669 806796 1,343,465 817.465 267% November 2010 U.K. PrepCo Bondi" 2.987 - 159 159 (2,828) (56.4%) Moy 2011 1140 Avenue of Americas" 54,681 - 82,413 82,413 27,732 11.0% June NH 1 Stratford Cate' 9.316 - 11.933 11.935 2.619 60% Austen 2011 BREP Pohnd Retail Venture"

easury Department issued pursuant to the Code, as amended from time to time. "UBS" shall mean UBS AG and any of its affiliates. "UBSFA" shall mean UBS Fund Advisor, L.L.C. "UBSFS" shall mean UBS Financial Services Inc. "Unaffiliated Fund Percentages" shall mean a percentage established for each non- Affiliated

er such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund may determine to do business, or any political subdivision or agency of any of th

otice to the Member Designee shall be delivered to the Member Designee at the following address: do UBS Financial Services Inc. 1285 Avenue of the Americas New York, NY 10019 Facsimile: Any Member may designate a new address for notices by giving written notice to such effect to the Member Designee.

CLAUSES SET FORTH IN SECTION 14.10. WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written. UBS Fund Advisor, L.L.C., as Member Designee By: Name: Title: Authorized Signatory By: Name: Title: Authorized Signatory Initial Member (solely to reflect resi

um from Morgan Stanley where he was for seven years, most recently as Global Head of Equities Trading and prior as Head of Equities Trading for the Americas. Previously, Mr. Santoro held various trading and leadership roles at Citadel, Citi and Knight Trading Group across equities, equity derivatives, e

er such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, o

LIMITED LIABILITY COMPANY AGREEMENT of ALPHAKEYS MILLENNIUM FUND, L.L.C. (the "Fund') is dated and effective as of November [•1, 2018, by and among UBS Fund Advisor, L.L.C., as the manager, and each person admitted to the Fund and reflected on the books of the Fund as a member (a "Member"). WITNESSETH: WHEREAS

s than the Capital Commitment applied for herein. Initial Initial tit joint tenants, both may be required to initial The Investor certifies that the Vnited States is his, her or its country of residence or principal place of business the Undersigned cannot make this certification, please talk to your financia

eto A swap, structured note or other cinnamic nstrurnem. the return Ironi wØ n based in whole or rn part on the return of the Fund A third party UBS Fund Advisor. ac, or an af fatale thereof. in its capacity as investment adviser to the Fund or as adrrmistretor to the Fund. a chsdized in the Memorandum Unr

er such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, o

ENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ALPHAKEYS MILLENNIUM FUND, L.L.C. is dated and effective as of April 1, 2014, by and among UBS Fund Advisor, L.L.C., as the manager, and each person admitted to the Fund and reflected on the books of the Fund as a Member. WITNESSETH: WHEREAS, the Fund h

er such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, o

ENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ALPHAKEYS MILLENNIUM FUND, L.L.C. is dated and effective as of April 1, 2014, by and among UBS Fund Advisor, L.L.C., as the manager, and each person admitted to the Fund and reflected on the books of the Fund as a Member. WITNESSETH: WHEREAS, the Fund h