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

ate all or a portion of such Placement Fee to a Member's financial advisor or other securities dealers participating in the placement of Interests. The Placement Fee will be in addition to any Capital Contributions a Member is required to make to the AlphaKeys Fund and will not reduce its Capital Commitment, inc

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

y additional capital contributions made by an Investor) to the AlphaKeys Fund (subject to waiver by the Placement Agent in limited circumstances). The Placement Fee is in addition to an Investor's capital contribution to the AlphaKeys Fund and will not be included in an Investor's capital account therein. Advi

investment until the final liquidation and termination of the Partnership; (ii) that the Interest has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any other jurisdiction, and therefore, cannot

ly comparable to the returns, if any, which may be achieved on investments made by the Partnership; (v) no United States federal, state or local or non-United States agency, governmental authority or other person has passed upon the Interests or the equity interests of the Underlying Fund or made any finding or

ws: Subscription in US$ from $5,000,000 or greater from $3,000,000 to $4,999,999 less than $3,000,000 Placement Fee Rate 1.00% 1.50% 2.00% The Placement Fee is a one-time sales charge in addition to and apart from the Subscription, calculated and payable upon closing at a rate determined with respect to

investment until the final liquidation and termination of the Partnership; (ii) that the Interest has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any other jurisdiction, and therefore, cannot

ly comparable to the returns, if any, which may be achieved on investments made by the Partnership; (v) no United States federal, state or local or non-United States agency, governmental authority or other person has passed upon the Interests or the equity interests of the Underlying Fund or made any finding or

ws: Subscription in US$ from $5,000,000 or greater from $3,000,000 to $4,999,999 less than $3,000,000 Placement Fee Rate 1.00% 1.50% 2.00% The Placement Fee is a one-time sales charge in addition to and apart from the Subscription, calculated and payable upon closing at a rate determined with respect to

investment until the final liquidation and termination of the Partnership; (ii) that the Interest has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any other jurisdiction, and therefore, cannot

ly comparable to the returns, if any, which may be achieved on investments made by the Partnership; (v) no United States federal, state or local or non-United States agency, governmental authority or other person has passed upon the Interests or the equity interests of the Underlying Fund or made any finding or

ws: Subscription in US$ from $5,000,000 or greater from $3,000,000 to $4,999,999 less than $3,000,000 Placement Fee Rate 1.00% 1.50% 2.00% The Placement Fee is a one-time sales charge in addition to and apart from the Subscription, calculated and payable upon closing at a rate determined with respect to

tal combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must inc

Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital

tal combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must inc

Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital

tal combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must inc

Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital

tal combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must inc

Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital

tal combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must inc

Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital