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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
unts of Special Limited Partners4) for the year will be reallocated to the capital accounts of Millennium Management as its "Incentive Allocation." The Net Capital Appreciation upon which the calculation of an Incentive Allocation is based is deemed reduced by the unrecovered balance, if any, in a Limited Partner's "Loss R
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
benefit of such Limited Partners) for the year will be reallocated to the capital accounts of Millennium Management as its "Incentive Allocation." The Net Capital Appreciation upon which the calculation of an Incentive Allocation is based is deemed reduced by the unrecovered balance, if any, in a Limited Partner's "Loss R
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
benefit of such Limited Partners) for the year will be reallocated to the capital accounts of Millennium Management as its "Incentive Allocation." The Net Capital Appreciation upon which the calculation of an Incentive Allocation is based is deemed reduced by the unrecovered balance, if any, in a Limited Partner's "Loss R
Entities connected to both Trigger Event and The Net Capital Appreciation

U.S. Treasury
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONErnst & Young LLP
ORGANIZATION
New York
LOCATIONManagement of Millennium USA
ORGANIZATIONMillennium Partners
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATION
Millennium
ORGANIZATIONCayman
LOCATIONThe Master Partnership's Organization
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATION
United States
LOCATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONKeogh
ORGANIZATIONthe "Service
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONMillennium USA LP
ORGANIZATION