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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
onnection with its investment. As used in this Memorandum, the following capitalized terms have the following meanings. "Underlying Fund" refers to Millennium USA LP and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or
e Net Capital Depreciation or increase the balance of the Loss Recovery Account. In connection with the (i) downsizing of Millennium USA following a Trigger Event, or (ii) dissolution of Millennium USA, reserves for liabilities will be established for the estimated costs of downsizing or liquidating assets an
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
be deemed to be made on a first-in first-out basis absent specific instructions to the contrary from the investor. Special Withdrawal Right upon a Trigger Event. Millennium Management will notify the Limited Partners within 10 days of the occurrence of the death, disability, adjudication of incompetency, ba
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
be deemed to be made on a first-in first-out basis absent specific instructions to the contrary from the investor. Special Withdrawal Right upon a Trigger Event. Millennium Management will notify the Limited Partners within 10 days of the occurrence of the death, disability, adjudication of incompetency, ba
e entities through which the Portfolio Managers and related personnel invest in their strategies, the "Fund"). Currently, the Feeder Funds are: • Millennium USA LP ("Millennium USA"), a Delaware limited partnership formed in November 1997, which accepts investments from taxable U.S. investors that qualify as "
Entities connected to both Trigger Event and Millennium USA LP

Millennium
ORGANIZATION
United States
LOCATIONErnst & Young LLP
ORGANIZATIONCayman
LOCATION
New York
LOCATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
Ghislaine Maxwell
PERSON
U.S. Treasury
ORGANIZATION
England
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Partners
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONCayman Islands Tax Matters
ORGANIZATION
Mohammed bin Salman
PERSONthe "Service
ORGANIZATIONthe Non-USD Shares
ORGANIZATIONthe Cayman Islands Monetary Authority
ORGANIZATION