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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.
nderlying Fund, which is subject to the withdrawal terms of the Underlying Fund and may be delayed or suspended altogether. See "Millennium USA's Organization, Management, Structure, and Operations" in Part One of the Underlying Fund Memorandum. The Administrator may determine to satisfy a withdrawal request in full, without a
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
ennium USA may be employed in direct investments made by Millennium USA. (See "Millennium USA's Investment Program and Strategy.") Millennium USA's Organization, Management, Structure, and Operations Organization Millennium USA is a Delaware limited partnership formed in November 1997. Millennium USA's principal office is locate
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
Interests of Millennium USA 1-24 Millennium USA's Investment Program and Strategy 1-26 Use of Proceeds by Millennium USA I-26 Millennium USA's Organization, Management, Structure, and Operations 1-26 Management of Millennium USA I-33 The Administrator I-33 Fees and Expenses Relating to Millennium USA 1-35 Allocation of
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
Interests of Millennium USA 1-24 Millennium USA's Investment Program and Strategy 1-26 Use of Proceeds by Millennium USA I-26 Millennium USA's Organization, Management, Structure, and Operations 1-26 Management of Millennium USA I-33 The Administrator I-33 Fees and Expenses Relating to Millennium USA 1-35 Allocation of
Entities connected to both the U.S. Investment Company Act and Organization, Management, Structure

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