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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
on, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
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
ion, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
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
ion, elect to charge a Limited Partner the costs (including attorneys' fees) related to any requested transfer, assignment, pledge or encumbrance of the Limited Partner's Interests. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest i
Entities connected to both Organization, Management and the Limited Partner's Interests

New York
LOCATIONMillennium International, Ltd.
ORGANIZATIONCayman
LOCATIONManagement of Millennium USA
ORGANIZATIONOrganization, Management, Structure
ORGANIZATIONErnst & Young LLP
ORGANIZATION
Millennium
ORGANIZATIONTrigger Event
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONMillennium USA's
LOCATIONSchulte Roth & Zabel LLP
ORGANIZATION
U.S. Treasury
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Partners
ORGANIZATIONLimitations on Transfer
ORGANIZATIONRelated-Party Transactions
ORGANIZATIONThe Fund's Management, Structure and Operations
ORGANIZATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONKeogh
ORGANIZATION