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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
will be payable out of the Administrative Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined net PERFORMANCE of the Underlying Fund Management Fee as described herein) (the ALLOCATION "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to ad
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
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
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
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 2O% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
Entities connected to both Trigger Event and the Underlying Fund Management Fee

the Internal Revenue Service
ORGANIZATIONErnst & Young LLP
ORGANIZATION
U.S. Treasury
ORGANIZATION
United States
LOCATIONCayman
LOCATION
Millennium
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATION
New York
LOCATIONThe Master Partnership's Organization
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONMillennium Partners
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONNo Assurance of Investment Return
ORGANIZATION
Paul Volcker
PERSON
UBS AG
ORGANIZATIONKeogh
ORGANIZATIONthe District of Columbia
LOCATIONClasses of Interests
ORGANIZATION