Epstein Secrets

agement and other affiliated entities that participate in the management of the Master Partnership's assets are collectively referred to herein as "Millennium." The Limited Partners have no right to act on behalf of Millennium USA or the Master Partnership in connection with any matter. Millennium Managem

the right to dissolve Millennium USA at any time (including during a fiscal year), for any reason or for no reason. In the case of such termination, Millennium USA's net assets (less reserves) will be distributed to the Limited Partners within 30 days after the completion of a final audit of Millennium USA

ures. See "The Fund's Investment Program and Strategy." As discussed under "The Fund's Investment Program and Description: Eligible Investments," Millennium does not establish fixed guidelines regarding diversification of investments to be followed by the Fund; the Fund is authorized to invest in al

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) thereof. The General Partner is registered as an investment adviser

ributions or payments up to, but in no event in excess of, the aggregate amount of returns of capital and other amounts actually received by it from Millennium USA during or after the fiscal year to which such debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the ear

conduct. The Indemnified Parties will agree that in the event an Indemnified Party receives any such advance, such Indemnified Party will reimburse Millennium USA for such fees, costs and expenses to the extent it is determined that it was not entitled to indemnification. The indemnification provisions o

them. See "The Fund's Investment Program and Strategy." As discussed under "The Fund's Investment Program and Description: Eligible Investments," Millennium does not establish fixed guidelines regarding diversification of investments to be followed by the Fund; the Fund is authorized to invest in a

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the

ributions or payments up to, but in no event in excess of, the aggregate amount of returns of capital and other amounts actually received by it from Millennium USA during or after the fiscal year to which such debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the ear

conduct. The Indemnified Parties will agree that in the event an Indemnified Party receives any such advance, such Indemnified Party will reimburse Millennium USA for such fees, costs and expenses to the extent it is determined that it was not entitled to indemnification. The indemnification provisions o

them. See "The Fund's Investment Program and Strategy." As discussed under "The Fund's Investment Program and Description: Eligible Investments," Millennium does not establish fixed guidelines regarding diversification of investments to be followed by the Fund; the Fund is authorized to invest in a

wn individual circumstances and the laws applicable to them. Each of the Master Partnership and the Feeder Funds is exempt from registration under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), pursuant to Section 3(cX7) of that act, and they therefore are not subject to registration the

nium USA are referred to herein as the "Limited Partners." The Limited Partners, together with Millennium Management LLC, the general partner of Millennium USA ("Millennium Management"), are referred to herein as the "Partners." Millennium Management is also the general partner of the Master Partner

the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Class B Interests and no such market is expected to develop in the future.

e the AlphaKeys Fund is regarded as doing business or earning income (directly or indirectly). See "Certain Tax Matters Relating to an Investment in Millennium ML281817-MAXWELL -32- CONFIDENTIAL UBSTERRAMAR00002298 EFTA00237854 USA" and "Certain Tax Matters Relating to the Master Partnership" in Part O

the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Interests and no such market is expected to develop in the future. The Inte

e the AlphaKeys Fund is regarded as doing business or earning income (directly or indirectly). See "Certain Tax Matters Relating to an Investment in Millennium MAXWELL -32- CONFIDENTIAL UBSTERRAMAR00001245 EFTA00236891 USA" and "Certain Tax Matters Relating to the Master Partnership" in Part One of the

the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Interests and no such market is expected to develop in the future. The Inte