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any items of income, gain, loss or deduction specially allocated pursuant to Sections 3.4(al or 3.4(b) shall be excluded from the determination of Net Profit and Net Loss; and (d) treating as an item of gain (loss) the excess (deficit), if any, of the gross fair market value of property distributed in
fully set forth the agreement among the Partners; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS "Act' means the Exempted Limited Partnership Law (as revised) of the Cayman Islands, as the same may be amended from time to time. "Accounting Period" means the period beginning on either the date
et Profit or Net Loss means the amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal
artnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amended). The Master Partnership has received an undertaking from the Governor in Cabinet of the Cayman Islands dated November 28, 2000 to the
et Profit or Net Loss means the amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal
artnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amended). The Master Partnership has received an undertaking from the Governor in Cabinet of the Cayman Islands dated November 28, 2000 to the
et Profit or Net Loss means the amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal
artnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amended). The Master Partnership has received an undertaking from the Governor in Cabinet of the Cayman Islands dated November 28, 2000 to the
Entities connected to both Net Profit and the Exempted Limited Partnership Law

Wilmington
LOCATIONCayman
LOCATION
Samantha Power
PERSONthe Net Profit or Net Loss
ORGANIZATION
United States
LOCATION
New York
LOCATION
Marc Rich
PERSONThe Fund's Risk Management Program
ORGANIZATIONMillennium USA LP
ORGANIZATIONthe Mutual Funds Law
ORGANIZATION
New York State
LOCATIONCayman Islands Mutual Funds Law
ORGANIZATIONMillennium Management LLC
ORGANIZATION
Millennium
ORGANIZATIONRelated-Party Transactions
ORGANIZATIONErnst & Young LLP
ORGANIZATIONthe Non-USD Shares
ORGANIZATIONthe Cayman Islands Monetary Authority
ORGANIZATIONCayman Islands Tax Matters
ORGANIZATION
Mohammed bin Salman
PERSON