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all years of the Underlying Fund and the Underlying Master Fund unless revoked with the consent of the IRS. As a result of the Underlying Fund's and the Underlying Master Fund's mark-to-market election, the AlphaKeys Fund will generally be required to recognize ordinary gain or loss on all of the securities held by the Unde
quirements), to require any investor to withdraw all or any portion of its interests at any time for any reason or no reason. See "Millennium USA's Organization, Management, Structure, and Operations — Compulsory Withdrawal." Limited Liquidity: DOC ID- 29147063.5 Interests in Millennium USA other than the Offered Int
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
should be noted that: (a) all withdrawals of Offered Quarterly Interests are subject to a 25% quarterly limit (as described under "Millennium USA's Organization, Management, ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002326 EFTA00237882 Structure, and Operations — Withdrawal Rights") that limits the amount any sing
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
should be noted that: (a) all withdrawals of Offered Quarterly Interests are subject to a 25% quarterly limit (as described under "Millennium USA's Organization, Management, MAXWELL CONFIDENTIAL UBSTERRAMAR00001273 EFTA00236919 Structure, and Operations — Withdrawal Rights") that limits the amount any single limite
Entities connected to both the Underlying Master Fund's and Organization, Management
Millennium Partners
ORGANIZATION
New York
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATION
Millennium
ORGANIZATION
U.S. Treasury
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONCayman
LOCATIONMillennium USA's
LOCATIONTrigger Event
ORGANIZATIONErnst & Young LLP
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONOrganization, Management, Structure
ORGANIZATIONOrganization, Management, Structure and Operations
ORGANIZATIONClasses of Interests
ORGANIZATIONAnti-Money Laundering
ORGANIZATIONNO OFFERING LITERATURE OR ADVERTISING
ORGANIZATIONRopes & Gray LLP's
ORGANIZATIONThis Confidential Memorandum
ORGANIZATION