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e meaning set forth in Section 9.II(a). "Treasury Regulations" means the regulations (including any temporary regulations) issued under the Code by the Department of the Treasury, as they may be amended from time to time, or any applicable successor regulations. Reference herein to any particular section of the Treasury Regu
sed Assignment, the Company shall have the first right and the other Members shall have the second right to purchase all, but not less than all, of the Offered Interest for the purchase price determined pursuant to Section 9.4 and upon the payment terms set forth in Section 9.5. The Company shall exercise its right
nsult with their tax advisors to fully understand the tax consequences of an investment in the AlphaKeys Fund. This summary is based upon the Code, the U.S. Treasury regulations ("Treasury Regulations") promulgated thereunder, published rulings, court decisions and other applicable authorities, all as in effect
n its sole discretion. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of
nsult with their tax advisors to fully understand the tax consequences of an investment in the AlphaKeys Fund. This summary is based upon the Code, the U.S. Treasury regulations ("Treasury Regulations") promulgated thereunder, published rulings, court decisions and other applicable authorities, all as in effect
n its sole discretion. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of
Entities connected to both U.S. Treasury and the Offered Interest

United States
LOCATION
Ghislaine Maxwell
PERSON
New York
LOCATION
UBS AG
ORGANIZATION
Philadelphia
LOCATIONCayman
LOCATION
the Internal Revenue Service
ORGANIZATION
Federal Reserve
ORGANIZATIONthe District of Columbia
LOCATIONKeogh
ORGANIZATION
FDIC
ORGANIZATION
Paul Volcker
PERSONthe Federal Reserve System
ORGANIZATIONErnst & Young LLP
ORGANIZATIONthe New York Stock Exchange
ORGANIZATIONthe U.S. Department of Labor
ORGANIZATION
Cayman Islands
LOCATIONthe U.S. Investment Company Act
ORGANIZATION
Millennium
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATION