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that exemption. U.S. Investment Advisers Act None of the General Partner, the Manager and their affiliates is currently registered of 1940 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act). However, either or both of the Manager and the General Partner may be required to become registered under
e investor fund, is not required to register or be regulated as a mutual fund under the Mutual Funds Law (as amended) of the Cayman Islands. Neither the Cayman Islands Monetary Authority, nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this offering memorandum. T
that exemption. U.S. Investment Advisers Act None of the General Partner, the Manager and their affiliates is currently registered of 1940 under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act). However, either or both of the Manager and the General Partner may be required to become registered under
dments to the Fund Agreement Tax Consequences The Fund is a regulated mutual fund for the purposes of the Mutual Funds Law and is registered with the Cayman Islands Monetary Authority ("CIMA") pursuant to section 4(3) of that law. This offering memorandum has been filed with CIMA. Such registration does not imply that CIMA or any
protections (including certain protections arising under the Securities Act, the U.S. Securities Exchange Act of 1934, the Investment Company Act, the U.S. Investment Advisers Act of 1940 (the "Advisers Act")), that would be available if the General Partner and the Fund were subject to greater governmental regulation and over
e Partnership is not required to register or be regulated as a mutual fund under the Mutual Funds Law (2009 Revision) of the Cayman Islands. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this document. There is no i
lity of such projections. Absence of Regulatory Oversight. Notwithstanding that the Investment Advisor is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the "Advisers Act") and the Partnership may be considered similar in some ways to an investment company, the
e Partnership is not required to register or be regulated as a mutual fund under the Mutual Funds Law (2015 Revision) of the Cayman Islands. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has commented upon or approved the terms or merits of this document. There is no investm
(the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn
s amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are required to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership is registered pursuant to the Mutual Funds Law and the consequences of regulation are described below under "Certain Legal
act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn
ds Law (as amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership has submitted an application for registration pursuant to the Mutual Funds Law. The registration process and the consequenc
act, and they therefore are not subject to registration thereunder. The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended. Certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partn
ds Law (as amended) of the Cayman Islands, certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority. The Master Partnership has submitted an application for registration pursuant to the Mutual Funds Law. The registration process and the consequenc
Entities connected to both the U.S. Investment Advisers Act and the Cayman Islands Monetary Authority
Cayman
LOCATION
United States
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONReliance
ORGANIZATION
United Kingdom
LOCATION
the Cayman Islands
LOCATION
JPMorgan Chase
ORGANIZATION
Luxembourg
LOCATIONthe Mutual Funds Law
ORGANIZATION
Occidental College
ORGANIZATIONthe Non-USD Shares
ORGANIZATION
Mohammed bin Salman
PERSON
Millennium
ORGANIZATION
Tokyo
LOCATIONMillennium USA LP
ORGANIZATIONthe Limited Partner's
ORGANIZATIONCayman Islands Tax Matters
ORGANIZATION
New York
LOCATION
England
LOCATION
New York State
LOCATION