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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
id under Section 7.1(a) and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in kind shall be included in the Net Profit or Net Loss (as determined to be appropriate by the General Partner) for the Fiscal Year which includes the date of such distribution. ARTICLE 8 GENERAL PROVI
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
gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. ARTICLE VIkAccounting, Valuations and Books and Records 7.1 Accounting and Reports
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
gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. ML281817-MAXWELL B-23 CONFIDENTIAL UBSTERRAMAR00002504 EFTA00238060 ARTICLE VI
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
gainst amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. MEI-MAXWELL B-23 CONFIDENTIAL UBSTERRAMAR00001451 EFTA00237097 ARTICLE VIkAcco
Entities connected to both the Exempted Limited Partnership Law and the Net Profit or Net Loss
Cayman
LOCATION
United States
LOCATION
Samantha Power
PERSONNet Profit
ORGANIZATIONLegal and Regulatory Matters Relating
ORGANIZATION
New York
LOCATION
Millennium
ORGANIZATIONThe 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
Marc Rich
PERSONRelated-Party Transactions
ORGANIZATIONErnst & Young LLP
ORGANIZATIONthe Non-USD Shares
ORGANIZATION
Mohammed bin Salman
PERSONthe Cayman Islands Monetary Authority
ORGANIZATIONCayman Islands Tax Matters
ORGANIZATION