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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
sets of the AlphaKeys Fund from being considered "plan assets" within the meaning of the Plan Assets Rules by limiting investment in each class of Interests of the AlphaKeys Fund by "Benefit Plan Investors" (as defined in the Plan Assets Rules and described in CERTAIN ERISA AND OTHER CONSIDERATIONS below) to a level that wo
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
sets of the Alpha Keys Fund from being considered "plan assets" within the meaning of the Plan Assets Rules by limiting investment in each class of Interests of the AlphaKeys Fund by "Benefit Plan Investors" (as defined in the Plan Assets Rules and described in CERTAIN ERISA AND OTHER CONSIDERATIONS below) to a level t
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
sets of the Alpha Keys Fund from being considered "plan assets" within the meaning of the Plan Assets Rules by limiting investment in each class of Interests of the AlphaKeys Fund by "Benefit Plan Investors" (as defined in the Plan Assets Rules and described in CERTAIN ERISA AND OTHER CONSIDERATIONS below) to a level t
Entities connected to both Trigger Event and Interests of the AlphaKeys Fund

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