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on-U.S. financial institutions and certain other non-U.S. non-financial entities that fail to comply with certain information reporting obligations. Non-United States holders should consult with their own tax advisors regarding the possible implications of FATCA on their investment in the debentures. Backup With
kley Corporation. W. R. Berkley Corporation Introduction We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: • insurance- primarily commercial insurance business, including e
al increase in the risk that interest accruable or payable by us on the debentures is not, or will not be, deductible by us in whole or in part, for U. S. federal income tax purposes. "Rating agency event" means that any nationally recognized statistical rating organization within the meaning of Secti
the IRS and to each non-United States holder the amount of interest (including OID, if applicable) paid with respect to the debentures held by such non-United States holder and the rate of withholding (if any) applicable to such non-United States holder. Any amounts withheld under the backup withholding rules gen
, 2021 on the debentures, discounted to the date of redemption on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points, in each case, plus any accrued and unpaid interest (including compounded interest, if any) to but excluding the date of redempti
iodical income received from sources within the United States if such income is not treated as effectively connected with a trade or business within the United States. The 30% rate may be reduced or eliminated under the provisions of an applicable income tax treaty between the United States and the country in whic
nder should qualify as a -publicly offered security" within the meaning of the Plan Asset Regulations. Governmental plans, certain church plans and non-United States plans (each, a "Non-ERISA Plan"), while not subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Sec
yments. as defined below, discounted to the redemption date, on a semi-annual basis, assuming a 360 day year consisting of twelve 30 day months, at the Treasury Rate, as defined below, plus the number, if any, of basis points specified in the applicable prospectus supplement; plus, in each case, accrued interest
ies. Investing in the equity securities of non-U.S. companies involves certain considerations not usually associated with investing in securities of United States companies, including political and economic considerations, such as greater risks of expropriation'and nationalization, the potential difficulty of
tion (as determined by the General Partner) of the applicable Side-Pocket Investment, any accrued and unpaid Management Fee, with interest at the Treasury Rate (as defined below), will be paid to the Management Company before any proceeds from the investment are distributed to the Partner holding the inte
Entities connected to both United States and the Treasury Rate

New York
LOCATION
United Kingdom
LOCATIONthe District of Columbia
LOCATION
the Internal Revenue Service
ORGANIZATION
Morgan Stanley
ORGANIZATION
Hong Kong
LOCATIONCayman
LOCATIONKeogh
ORGANIZATION
the Cayman Islands
LOCATION
Ontario
LOCATION
Bermuda
LOCATIONRegistrar
ORGANIZATIONMorgan Stanley & Co. LLC
ORGANIZATIONStandard & Poor's Ratings Services
ORGANIZATIONDebt Securities
ORGANIZATIONForm S-3
ORGANIZATIONWells Fargo Securities
ORGANIZATIONComparable Treasury
ORGANIZATIONthe Comparable Treasury Price
ORGANIZATION