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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
el has been retained to represent Investors of the AlphaKeys Fund and the terms of this offering have not been negotiated on an arm's length basis. Ropes & Gray LLP's representation of the AlphaKeys Fund, the Administrator and their affiliates is limited to those specific matters upon which it has been consulted.
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
el has been retained to represent Investors of the AlphaKeys Fund and the terms of this offering have not been negotiated on an arm's length basis. Ropes & Gray LLP's representation of the AlphaKeys Fund, the Administrator and their affiliates is limited to those specific matters upon which it has been consulted.
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
el has been retained to represent Investors of the AlphaKeys Fund and the terms of this offering have not been negotiated on an arm's length basis. Ropes & Gray LLP's representation of the AlphaKeys Fund, the Administrator and their affiliates is limited to those specific matters upon which it has been consulted.
Entities connected to both Trigger Event and Ropes & Gray LLP's

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