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is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
or be deemed to create, any special withdrawal right for the holders of the Offered Interests (in their capacity as such). Upon the occurrence of a Trigger Event, holders of the Offered Interests will be subject to Millennium Management's plan for the continuation of its operations. More broadly, whether in
is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
Entities connected to both Non-U.S. Investments and Trigger Event

United States
LOCATION
the Internal Revenue Service
ORGANIZATIONCayman
LOCATIONManagement of Millennium USA
ORGANIZATIONErnst & Young LLP
ORGANIZATIONMillennium Partners
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATION
Millennium
ORGANIZATIONMillennium USA's
LOCATION
U.S. Treasury
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONMillennium International, Ltd.
ORGANIZATION
New York
LOCATIONMillennium Offshore Intermediate
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATIONCapital Structure
ORGANIZATIONOrganization, Management
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONKeogh
ORGANIZATION