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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
quirements), to require any investor to withdraw all or any portion of its interests at any time for any reason or no reason. See "Millennium USA's Organization, Management, Structure, and Operations — Compulsory Withdrawal." Limited Liquidity: DOC ID- 29147063.5 Interests in Millennium USA other than the Offered Int
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
nnium USA (and/or the Master Partnership, as appropriate) to conduct its operations as described herein. As described above, under "Millennium USA's Organization, Management, Structure, and Operations" — "Compulsory Withdrawal", Millennium Management reserves may, in its sole discretion, require any Limited Partner to w
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
should be noted that: (a) all withdrawals of Offered Quarterly Interests are subject to a 25% quarterly limit (as described under "Millennium USA's Organization, Management, ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002326 EFTA00237882 Structure, and Operations — Withdrawal Rights") that limits the amount any sing
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
should be noted that: (a) all withdrawals of Offered Quarterly Interests are subject to a 25% quarterly limit (as described under "Millennium USA's Organization, Management, MAXWELL CONFIDENTIAL UBSTERRAMAR00001273 EFTA00236919 Structure, and Operations — Withdrawal Rights") that limits the amount any single limite
Entities connected to both Trigger Event and Organization, Management
The Master Partnership's Organization
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONMillennium USA's
LOCATION
New York
LOCATION
Millennium
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONErnst & Young LLP
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONCayman
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Partners
ORGANIZATION
U.S. Treasury
ORGANIZATION
United States
LOCATIONOrganization, Management, Structure
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONKeogh
ORGANIZATION