AlphaKeys EIL Fund Amends D/A, Confirms 3(c)(7) Status

TL;DR

**AlphaKeys EIL Fund is a private fund for rich investors, not your average stock.**

AI Summary

AlphaKeys EIL Fund, L.P. filed an amended Form D/A on March 24, 2026, indicating it is a Section 3(c)(7) investment company. This means it's a private fund that sells securities only to highly sophisticated investors, known as "qualified purchasers," and is exempt from certain SEC regulations. For investors, this filing confirms AlphaKeys operates under specific exemptions, which implies a focus on private, less regulated investments, potentially offering higher returns but also higher risks due to less public oversight.

Why It Matters

This filing clarifies AlphaKeys EIL Fund's regulatory status as a private fund for sophisticated investors, which means it operates with less public disclosure than typical mutual funds.

Risk Assessment

Risk Level: medium — While not directly impacting public stock, funds operating under 3(c)(7) exemptions have less public oversight, which can imply higher risk for their direct investors.

Analyst Insight

This filing primarily provides regulatory clarification for AlphaKeys EIL Fund, L.P. and doesn't directly impact public investors. Smart investors would note that this fund targets sophisticated investors and operates with less public transparency than registered investment companies.

Key Numbers

• 0002015473 — CIK (Unique identifier for AlphaKeys EIL Fund, L.P. with the SEC.)
• 2026-03-24 — Filing Date (The date the D/A amendment was filed and accepted by the SEC.)
• 3(c)(7) — Investment Company Act Section (Indicates the fund is exempt from certain Investment Company Act regulations, targeting 'qualified purchasers'.)
• 021-507822 — File No. (The specific file number for this offering with the SEC.)

Key Players & Entities

• AlphaKeys EIL Fund, L.P. (company) — the filer of the D/A form
• 0002015473 (dollar_amount) — the CIK (Central Index Key) for AlphaKeys EIL Fund, L.P.
• 2026-03-24 (dollar_amount) — the filing and acceptance date of the D/A form
• 60 EAST 42ND STREET, 28TH FLOOR NEW YORK NY 10165 (company) — the mailing and business address of AlphaKeys EIL Fund, L.P.

Forward-Looking Statements

• AlphaKeys EIL Fund, L.P. will continue to operate as a private fund targeting qualified purchasers. (AlphaKeys EIL Fund, L.P.) — high confidence, target: 2027-03-24

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D/A)
• primary_doc.xml (D/A) — 7KB
• 0002015473-26-000001.txt ( ) — 8KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   AlphaKeys EIL Fund, L.P. Jurisdiction of Incorporation/Organization CAYMAN ISLANDS   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2023 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   AlphaKeys EIL Fund, L.P. Street Address 1 Street Address 2   C/O COMPLIANCE DEPARTMENT   60 EAST 42ND STREET, 28TH FLOOR   NEW YORK   NEW YORK     10165   (212) 994-7400   3. Related Persons Last Name First Name Middle Name iCapital HF GP, LLC -- Street Address 1 Street Address 2   c/o Compliance Department     60 East 42nd Street, 28th Floor   New York   NEW YORK   10165   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the Issuer Last Name First Name Middle Name Stanton Michael Street Address 1 Street Address 2   c/o Compliance Department     60 East 42nd Street, 28th Floor   New York   NEW YORK   10165   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Authorized Signatory of the General Partner of the Issuer 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range Aggregate Net Asset Value Range No Revenues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   Over $100,000,000   Decline to Disclose   Decline to Disclose   Not Applicable   Not Applicable   6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)     7. Type of Filing   New Notice Date of First Sale   2024-03-04   First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)       10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   0 USD 12. Sales Compensation Recipient   Recipient CRD Number None   UBS Financial Services Inc.   8174 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 1200 Harbor Boulevard     Weehawken   NEW JERSEY   07086   13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 128607000 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities

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