From: Jeffrey Epstein <[email protected]> To: Boris Nikolic •t: Ina> Subject: not for transmission fyi Date: Mon, 03 Feb 2014 17:36:41 +0000 Yes. Lots of ways for them to move on and not make an investment in the fund they number 1 priority.. this is a how to fuck the investor deal. . russian gangsters. I. General partner reserves the right to form the Fund with a lesser or greater amount of commitments. Rather than commit to 150 MM. So no limit on the GP as to how little it can close with 2. What about management or advisory committee? No structure yet provided. 3. 10 year term but they can extend for 2 one year periods. you could be in this for 15 years before seeing your money back 4. 6 year cutoff for honoring committments no so firm. Continuing obligation to fund portfolio investments "in process" as of the end of the investment period and to finance follow-on investments. What does "in process" mean? Up to 15% of aggregate capital commitments allowed to be put into 1 portfolio company? As this is based on percentage of commitments and not percentage of actual invested capital, and there is no guarantee as to how much will actually be invested, 15% of aggregate commitments invested in one company could represent a substantial portion of invested capital of the fund. Particularly where there are rights to form successor funds to invest. 5. No fixed minimum amount before GP is allowed to complete the initial closing.. all one sided. 6. Not clear how much money contributed up front. "Each investor . . . will be required to make a capital contribution at admission equal to the same percentage of its commitment as has been required to be contributed by the other Limited Partners prior to such date ..." So how much is going to be contributed initially? 7. Investment Advisory Committee, which is appointed exclusive by the GP, may not "necessarily represent the interests of the limited partners" and "may be subject to conflicts of interest," yet these committee members have authority to approve or disapprove certain transactions, in-kind distributions, and waivers of investment restrictions. who are these people.? could not let any of my clients invest. not one. 8. Successor fund provisions say that neither the GP nor any Principal may invest on behalf of another limited partnership with the same investment objectives of the Fund (without consent of the Investment Advisory Committee -- which we are told earlier is appointed by the GP and may not represent the interests of the limited partners and may have conflicts of interest) until fund termination, 70% investment or committed for investment, or fund dissolution, but there are exceptions to this and the exceptions swallow up the restriction -- i.e., they are allowed to invest on behalf of "Other Funds" which appears to be defined very broadly. Or the concept of Parallel Funds to invest in parallel with the Fund and again there appears to be broad discretion to do so. Investment exclusivity terms are also illusory as Parallel Funds, GP-Related Persons and Other Funds can be offered opportunities to invest when GP determines that amount of investment opportunities are in excess of what is appropriate for the Fund. GP can allocate between this fund and any successor fund and the GP does not need to offer to the Fund any investment opportunity in entities in which any Principal has an investment interest prior to the Initial Closing. Not very exclusive. EFTA00871162

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