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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.
all years of the Underlying Fund and the Underlying Master Fund unless revoked with the consent of the IRS. As a result of the Underlying Fund's and the Underlying Master Fund's mark-to-market election, the AlphaKeys Fund will generally be required to recognize ordinary gain or loss on all of the securities held by the Unde
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 Interests and no such market is expected to develop in the future. The Inte
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
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 Interests and no such market is expected to develop in the future. The Inte
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
Entities connected to both the U.S. Investment Company Act and the Underlying Master Fund's

United States
LOCATION
Cayman Islands
LOCATION
Ghislaine Maxwell
PERSON
the Internal Revenue Service
ORGANIZATIONCayman
LOCATIONKeogh
ORGANIZATIONthe District of Columbia
LOCATION
New York
LOCATION
Paul Volcker
PERSONnon-U.S. Investors
ORGANIZATIONMillennium Partners
ORGANIZATIONTrigger Event
ORGANIZATION
U.S. Treasury
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONManagement of Millennium USA
ORGANIZATION
Millennium
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATIONErnst & Young LLP
ORGANIZATIONClasses of Interests
ORGANIZATION