e investor will bear his, her or its proportionate share of expenses and lees as an mentor in the Fund and, indirectly, similar fees, expenses and the Incentive Allocation of any kwestrnem Fund, only where applicable (LA Except as disclosed in the Investor Application Form, the Undersigned is not a "Benefit Man Inve

e Investor w,R bear his. her or its proportionate share of expenses and fees a an Investor in the Fund and, indirectly. similar fees, expenses and the Incentive Allocation of the Underlying Fund. (U Except a disclosed in the Investor Application Form. the Undesired is not a 'Benefit Man Investor (a such term is defi

e General Partner, the Capital Accounts of the General Partner, the employees of the Manager and their spouses and children will not be debited for the Incentive Allocation. WES-11282936389A 9 EFTA00292444 Distributions Subscriptions Withdrawals Amounts available for distribution as a result of a realization in t

cause UBT has historically been imposed on management fees earned in New York City, but usually not on Incentive Allocations. Such tax treatment of the Incentive Allocation was approved in a statutory amendment to the UBT law more than 15 years ago. However, in light of recent developments discussed below, it may be ti

ights that are more favorable or may otherwise differ from the rights attributable to the Interests offered hereby in terms of, among other things, the Incentive Allocation, the Management Fee, withdrawal rights (including different Withdrawal Dates and notice periods), minimum and additional subscription amounts, infor

ticipated that all expenses will be incurred at the Master Fund level; provided, however, that the Management Fee paid to the Investment Manager and the Incentive Allocation (as defined below) allocated to the General Partner will be incurred at the feeder fund level. The Investment Manager, in its sole discretion, may

ive Allocation. The General Partner shall have the right to amend, without the consent of the Limited Partners, Sec. 3.05 of this Agreement so that the Incentive Allocation therein provided conforms to any applicable requirements of the Securities and Exchange Commission and other regulatory authorities; provided, howev

of the excess of the net capital appreciation allocated to a Limited Partner's Capital Account for such fiscal year (or such other date as of which the Incentive Allocation is calculated) over the Management Fee debited to such Limited Partner's Capital Account for such year will be reallocated to the General Partner

fairness and equity. The Partnership Agreement provides that the General Partner may amend the provisions of the Partnership Agreement relating to the Incentive Allocation so that it conforms to any applicable requirements of the SEC and other regulatory authorities, so long as such amendment does not increase the Inc

behalf of the Underlying Funds that are riskier or more speculative than would be the case in the absence of such Incentive Allocation. In addition, the Incentive Allocation received by the General Partner is calculated on the basis of the unrealized, as well as the realized, gains and losses of the Partnership. As a re

ticipated that all expenses will be incurred at the Master Fund level; provided, however, that the Management Fee paid to the Investment Manager and the Incentive Allocation (as defined below) allocated to the General Partner will be incurred at the feeder fund level. The Investment Manager, in its sole discretion, may

nitio. Transferred Interests generally will be deemed to have been purchased as of the date of the transfer for all purposes, including calculating the Incentive Allocation, unless otherwise agreed to by Millennium Management, in its sole discretion. Millennium Management may in its sole discretion permit certain trans