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the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Class B Interests and no such market is expected to develop in the future.
onnection with its investment. As used in this Memorandum, the following capitalized terms have the following meanings. "Underlying Fund" refers to Millennium USA LP and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or
wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
Entities connected to both the U.S. Investment Company Act and Millennium USA LP

United States
LOCATION
Ghislaine Maxwell
PERSON
Samantha Power
PERSONthe State of New York
LOCATION
the Internal Revenue Service
ORGANIZATIONCayman
LOCATION
United Kingdom
LOCATION
the Cayman Islands
LOCATION
Millennium
ORGANIZATIONKeogh
ORGANIZATION
New York
LOCATION
Luxembourg
LOCATIONReliance
ORGANIZATIONthe Securities and Exchange Commission
ORGANIZATION
New York State
LOCATIONErnst & Young LLP
ORGANIZATIONthe Cayman Islands Monetary Authority
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATIONSpecial Limited
ORGANIZATION