select risks section on page 29 for a summary of the investment risks associated with an investment in the AlphaKeys Millennium Funds. Please review the Confidential Offering Memorandum of the AlphaKeys Millennium Fund you are considering carefully for a more detailed description of the risks associated with these investments. The

onal and offering expenses include, without limitation, formation costs, offering expenses, expenses associated with preparation of this Agreement, the Confidential Offering Memorandum and other Fund-related documents (but excluding all expenses associated with the negotiation of any Fund-related documents or side letters with inv

al and offering expenses include, without limitation, formation costs, offering expenses, expenses associated with preparation of this Agreement, the Confidential Offering Memorandum and other Fund-related documents (but excluding all expenses associated with the negotiation of any Fund-related documents or side letters with i

1.752-1(a)(2). "Nonrecourse Liability" shall have the meaning specified in Treasury Regulations Section 1.704-2(b(3). "Offering Memorandum" means the Confidential Offering Memorandum of the Fund, dated January 2016, as amended or otherwise supplemented from time to time. "Organizational Expenses" shall mean all costs and expense

dential Offering Memorandums of the Fund, including the Confidential Offering Memorandum of Class A Interests of the Fund, dated November 2018, and the Confidential Offering Memorandum of Class B Interests of the Fund, dated November 2018, each as may be amended or supplemented from time to time. Original Agreement shall have the

ve and existing investors in BIF/Banyon 1030-32, like Plaintiffs, were the intended beneficiaries of their audit work and foreseeably would rely on the Confidential Offering Memorandum as a means to investigate and confirm BIF/Banyon 1030-32's financial health. As a result, the Berenfeld Employees owed the limited partners of BIF,