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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
lawful. All references herein to "dollars" or "5" are to the lawful currency of the United States of America. Confidentiality of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
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
on of an offer to buy) will be made in any jurisdiction in which such offer or solicitation would be unlawful. Confidentialiv of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
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
on of an offer to buy) will be made in any jurisdiction in which such offer or solicitation would be unlawful. Confidentialiv of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
Entities connected to both Trigger Event and This Confidential Memorandum

the Internal Revenue Service
ORGANIZATIONCayman
LOCATION
New York
LOCATION
United States
LOCATION
U.S. Treasury
ORGANIZATIONMillennium USA's
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONErnst & Young LLP
ORGANIZATIONMillennium Partners
ORGANIZATION
Millennium
ORGANIZATIONKeogh
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATIONCapital Structure
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATIONOrganization, Management, Structure
ORGANIZATIONOrganization, Management
ORGANIZATION