EFTA02400354.pdf

From: Richard Kahn < ,• Sent: Friday, May 27, 2016 12:32 AM To: Jeffrey Epstein Subject: David Fiszel I sp=ke with David tonight and he confirmed that a side letter was entered into =ith his anchor investor which I believe is a large pension or nonprofit fro= Boston David said that his invest=r is funding with 75mm day one and plans to add 50mm more shortly thereafte= &nb=p; In addition investor will have a 2 year lock and then 4 quarter r=lling withdrawal rights He did not disclose terms of side letter a=d I did not press &nbs=; I gave David your cell phone and he said he will reach out Sunday =o see your availability on Monday in Palm Beach The Fund may i=sue other classes of Interestsor enter in=o separate written agreements with cer=ain Limited Partners ("Side Letters"), which grant rights that are=more favorable or may otherwise differ f=om the rights attributable to the Inte=ests offered hereby in terms of, among other things, the Incentive Allocati=n, the Management Fee, withdrawal rights (including different Withdrawal Dates and notice periods), minimum and additional subscrip=ion amounts, information rights, and othe= rights. The terms and the scope of the offering of such interestsrights (includi=g an offering limited to strategic or other specific categories of investor=) will be determined by the General Partner in its sole discretion.<=p> In addition to the agreements otherwise contempl=ted herein in respect of a Limited Partner's investment in the Fund, the F=nd and the Investment Manager may also enter into other separate written ag=eements with Limited Partners (each, a "Side Letter"), primarily to accommodate a Limited Pa=tner's particular legal, tax or regulatory requirements, which grant =ights to such Limited Partners that differ from the rights attributable to =he Class A Interests, Class B Interests or other Classes of Interests to be offered by the Fund. However, except with respect to the Investment Manager, its e=ployees, officers and certain of their associated persons, no Side Letter w=ll grant incentive compensation rates, management fee rates, or withdrawal rights (other than pursuant to =he terms of the Classes of Interests that may be issued by the Fund) that t=e Investment Manager considers more favorable than the terms of the Class o= Interests in which such Limited Partner has an interest. Side Letters may be entered into by the Fund and =he Investment Manager in accordance with the terms hereof foregoing, t=e General Partner may also enter =nto Side Letters to address legal, regulatory, tax or policy issues impacti=g particular Limited Partners and their investment activities. The General Partner has granted one or more of the rights referenced above (whether throu=h Side Letters or otherwise) to a limited number of early investors in the Fund and may do so in the future without disclosure to or receiving consent from existing Limited=Partners. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 te fa cel EFTA_R1_01435734 EFTA02400354 2 EFTA_R1_01435735 EFTA02400355