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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
artnership (or its underlying strategies) indirectly through Millennium Offshore Intermediate, L.P., a Cayman Islands exempted limited partnership (the "Intermediate Partnership"), which, in turn, invests all or substantially all of its capital in the Master Partnership. Each of Millennium USA and Millennium International 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
from outside investors and primarily invests its capital in Millennium Offshore Intermediate, L.P., a Cayman Islands exempted limited partnership (the "Intermediate Partnership"), which, in turn, invests all or substantially all of its capital in the Master Partnership. Each of Millennium USA, the Intermediate Partnership a
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
ts from outside investors and primarily invests its capital in Millennium Offshore Intermediate, •., a Cayman Islands exempted limited partnership (the "Intermediate Partnership"), which, in turn, invests all or substantially all of its capital in the Master Partnership. Each of Millennium USA, the Intermediate Partnership a
Entities connected to both Trigger Event and the "Intermediate Partnership

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