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nium USA are referred to herein as the "Limited Partners." The Limited Partners, together with Millennium Management LLC, the general partner of Millennium USA ("Millennium Management"), are referred to herein as the "Partners." Millennium Management is also the general partner of the Master Partner
will be payable out of the Administrative Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined net PERFORMANCE of the Underlying Fund Management Fee as described herein) (the ALLOCATION "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to ad
e the AlphaKeys Fund is regarded as doing business or earning income (directly or indirectly). See "Certain Tax Matters Relating to an Investment in Millennium ML281817-MAXWELL -32- CONFIDENTIAL UBSTERRAMAR00002298 EFTA00237854 USA" and "Certain Tax Matters Relating to the Master Partnership" in Part O
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
e the AlphaKeys Fund is regarded as doing business or earning income (directly or indirectly). See "Certain Tax Matters Relating to an Investment in Millennium MAXWELL -32- CONFIDENTIAL UBSTERRAMAR00001245 EFTA00236891 USA" and "Certain Tax Matters Relating to the Master Partnership" in Part One of the
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 2O% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
Entities connected to both Millennium and the Underlying Fund Management Fee

Ghislaine Maxwell
PERSON
United States
LOCATION
New York
LOCATIONCayman
LOCATIONErnst & Young LLP
ORGANIZATION
UBS AG
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
U.S. Treasury
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONMillennium USA's
LOCATIONMillennium Partners
ORGANIZATION
Federal Reserve
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONTrigger Event
ORGANIZATIONAdministrative Services
ORGANIZATIONBNY Mellon Alternative Investment Services
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONthe Portfolio Managers
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATION