Master Funds "will be capable of using leverage to invest in securities with an aggregate value of as much as•fifteen times the Net Asset Value of the Master Fund," they would genitally operate up to a net leverage of ten times the net asset value of investments on a gross basis. (See e.g., Exh. L at 9; Exh. M

PM states that withdrawals or payments of withdrawals may be suspended or postponed by the General Partner of the Partnership during the times when the Master Fund is not permitting withdrawals by Feeder Funds, which can occur under a broad set of circumstances. The Master Fund may suspend withdrawals by Feeder

liated Limited Partners" means Limited Partners other than any Limited Partner that is an Affiliate of the General Partner or the Manager, excluding the Master Fund, which shall be deemed an Unaffiliated Limited Partner to the extent any consents, votes or authorizations are made by any independent advisory com

liated Limited Partners" means Limited Partners other than any Limited Partner that is an Affiliate of the General Partner or the Manager, excluding the Master Fund, which shall be deemed an Unaffiliated Limited Partner to the extent any consents, votes or authorizations are made by any independent advisory com

liated Limited Partners" means Limited Partners other than any Limited Partner that is an Affiliate of the General Partner or the Manager, excluding the Master Fund, which shall be deemed an Unaffiliated Limited Partner to the extent any consents, votes or authorizations are made by any independent advisory com

cur and pay in the name and on behalf of the Partnership all expenses that it deems necessary or advisable. The Partnership will generally bear (or the Master Fund will bear and allocate to the Partnership) its own expenses including, but not limited to, legal, audit and accounting fees, the Management Fee (as

f the Partnership, all expenses that it deems necessary or advisable. All expenses relating to the Partnership are paid by the Partnership (or by the Master Fund and allocated to the Partnership) including, but not limited to, legal, audit and accounting fees, the Management Fee, the fees paid to the admini

LLC. The Investment Manager, together with Alkeon Capital Offshore, LLC, an affiliate of the Investment Manager, serve as co-investment managers of the Master Fund and the Offshore Feeder. Mr. Sparaggis, the controlling person and Chief Investment Officer of the Investment Manager and the controlling person of

half of the Partnership all expenses that it deems necessary or advisable. All expenses relating to the Partnership are paid by the Partnership (or the Master Fund and allocated to the Partnership) including, but not limited to, legal, audit and accounting fees, the Management Fee and fees paid to the Administ

who is an individual will not be able to deduct losses from other "passive activities" against his or her share of income of the Partnership. Since the Master Fund may invest in the securities of foreign issuers, the Partnership's income may be subject to foreign income taxes, including withholding taxes. A Lim

leared OTC derivatives. Although the Dodd-Frank Act includes limited exemptions from the clearing and margin requirements for so-called "end-users", the Master Fund does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers with which the Master Fund may execute the majority

r of (i) 1% of the aggregate capital accounts of the Partnership or (ii) $100,000. It should be noted that other investment vehicles that invest in the Master Fund have withdrawal rights that differ from the withdrawal rights of the Partnership. Mandatory Withdrawals The General Partner, in its sole discretio

ncome Security Act of 1974, as amended ("ERISA"), or the prohibited transaction provisions of Section 4975 of the Code, because the Partnership and the Master Fund intend to limit the investments by Benefit Plan Investors. It is further anticipated that the assets of the Partnership and the Master Fund will not

n and thematic sector or market timing decisions. Leverage at the Levered Fund Level In pursuing its investment objective (i.e., its investment in the Master Fund through the Intermediate Fund), the Levered Fund expects to employ a substantial degree of leverage at the Levered Fund level ("Fund Leverage"), wh

of the Partnership, with respect to its interest in any person, including, without limitation, the voting of interests in the Old Domestic Fund and the Master Fund, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like o

able law. The foregoing committee shall not be organized for the Partnership until such time as the Partnership may invest its assets other than in the Master Fund and the Old Domestic Fund. (b) Pursuant to this Section, a Limited Partners' representative (the "Limited Partners' Representative") has been reta

HUBUS133 Alpha Group Capital with the Partnership, any investment made or held by the Partnership, the Master Fund or the Old Domestic Fund or this Agreement unless such action or inaction was made in bad faith or constitutes fraud, willful misconduct or gross n

Management Fee is paid. The Management Company may, without the consent of Limited Partners, cause the Management Fee to be charged to, and paid by, the Master Fund and the Old Domestic Fund (pro rata based on their relative net asset values), instead of the Partnership. A p rata portion of the Management Fee

th respect to a Limited Partner. Sec. 3.07 Valuation of Assets. (a) Because all of the investable assets of the Partnership shall be invested in the Master Fund and the Old Domestic Fund, at least until such time as the DOC ID - 24457813.18 16 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-00849

There is no assurance that the Fund will be able to obtain from any company that is a PFIC the necessary information, on an annual basis, to permit the Master Fund to make an election to treat any such PFIC as a QEF. The Fund also may have the option to elect to mark stock in a PFIC to market at the end of ever