EFTA01386125.pdf

AGP LP 519 Alpha Group Capital Paul Barrett o The Investment Manager has historically maintained a net long bias. Prudent use of leverage The Investment Manager generates daily reports of the Partnership and firm exposures that are disseminated to its investment team as well as the Chief Operating Officer and the Chief Financial Officer. The Investment Manager monitors real time risk, performance attribution and benchmark return analysis through a combination of third party and customized risk management tools. Investors should note that the Investment Manager is not required to employ risk management systems in accordance with the AIFM Directive. 5. Prime Brokers On page 27 of the Memorandum, under the section headed "Brokerage and Custody", the following sub-sections shall be inserted after the first paragraph: Credit Suisse Securities (USA) LLC Credit Suisse acts as a prime broker and custodian to the Master Fund pursuant to the terms and conditions of a Customer Agreement (together with the Annexes thereto) dated January 12, 2012 (the "Credit Suisse Prime Brokerage Agreement"). Credit Suisse is a part of the Credit Suisse Group and is based in New York, with offices worldwide. Credit Suisse provides prime brokerage and custody services to the Master Fund under normal commercial terms pursuant to the Credit Suisse Prime Brokerage Agreement. In accordance with applicable US law, including but not limited to, the rules and regulations of the US Securities and Exchange Commission (the "SEC"), all of the assets of the Master Fund are held in the name of the Master Fund and beneficial ownership thereof is recorded on the books of Credit Suisse as belonging to the Master Fund. The rules of the SEC require that Credit Suisse holds all fully-paid and excess margin customer securities either physically or in a control location. To the extent of applicable US law, such securities and cash will generally not be available to the creditors of Credit Suisse. Credit Suisse and its affiliates have a security interest in all securities and other property of the Master Fund that are delivered to, in the possession of or held in an account at Credit Suisse or its affiliates. All of the Master Fund's securities, commodities or other property may from time to time (without notice to the Master Fund) be pledged, repledged, hypothecated, rehypothecated, sold or otherwise transferred or used, in which event the Master Fund will only have a right to the return of equivalent assets. However, any such pledging, re-pledging, hypothecation, re-hypothecation, selling, transfer or use by Credit Suisse or its affiliates is subject to the applicable rules of the SEC (including, without limitation, Rule 15c3-3 promulgated under the Securities Exchange Act of 1934) which limits the amount Credit Suisse can pledge, repledge, hypothecate, rehypothecate, sell or otherwise transfer or use to an amount up to but not exceeding 140% of the Master Fund's margin debit balance. Credit Suisse or its affiliates may execute any of their duties and exercise its rights by or through agents. In selecting and appointing such agents, Credit Suisse or its affiliates shall use commercially reasonable care to ensure that they appoint only persons or entities they reasonably believe to be competent and will periodically make what they reasonably consider to 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087682 CONFIDENTIAL SDNY_GM_00233866 EFTA01386125