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

e inunediately preceding Accounting Period: each Accounting Period shall close at the close of business on the first to occur of (i) the last day of Millennium USA's fiscal quarter (which shall be the calendar quarter). (ii) the date immediately prior to the effective dale of the admission of a new• Partner pursu

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

stimates and assumptions that the Millennium Management Group believes are reasonable and appropriate, but which may be imprecise and may result in Millennium USA's bearing a larger portion of such expenses than if they were calculated in a different manner. Assets of the Millennium Management Group, including,

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

stimates and assumptions that the Millennium Management Group believes are reasonable and appropriate, but which may be imprecise and may result in Millennium USA's bearing a larger portion of such expenses than if they were calculated in a different manner. Assets of the Millennium Management Group, including,

January 1998 Millennium USA LP (Class Interests) formed January 1998 Millennium International Ltd. (Class FF-Ill Shares) formed January 1998 Millennium feeder funds invest in: Millennium Partners, LP (the "Millennium Master Fund") formed 1989 Investors in the AlphaKeys Millennium Funds are not sh

rivate and confidential 2 CONFIDENTIAL UBSTERFtAMAR00001170 EFTA00236816 AlphaKeys Millennium Funds its capital in Millennium Partners,LP(the:Millennium Master Fund").The AlphaKeys Millennium Funds 9.r!'ests its capital in Millennium Partners, LP (the "Millennium Master Fund").The AlphaKeys Millenniu

arch 31, 2011 are those of Millennum USA LP and are net of the 20% incentive allocation to the Mdknnium General Partner, costs of Millennium USA and Millennium USA's pro rata share of costs incurred by Millennium Master Fund The incentive Notation is generally allocated at the end of the year. However, to calcula

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

in Millennium USA does not constitute a complete investment program and (iii) that fully understand and are willing to assume the risks involved in Millennium USA's investment program. Millennium USA's investment practices, by their nature, may be considered to involve a substantial degree of risk. (See "Certai

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

n Millennium USA does not constitute a complete investment program, and (iii) that fully understand and are willing to assume the risks involved in Millennium USA's investment program. Millennium USA's investment practices, by their nature, may be considered to involve a substantial degree of risk. (See "Certa

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

n Millennium USA does not constitute a complete investment program, and (iii) that fully understand and are willing to assume the risks involved in Millennium USA's investment program. Millennium USA's investment practices, by their nature, may be considered to involve a substantial degree of risk. (See "Certa