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Third Quarter Investor Letter

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November 1, 2011



Third Quarter 2011 Investor Letter



Dear Investor:



Fear driven by concerns about Europe and a global economic slowdown sent markets

lower during the Third Quarter. Against this backdrop, most investors retreated into a

capital preservation shell, taking risk off until reason re-emerged in the markets. In our

Second Quarter 2011 Investor Letter sent in July, we explained that our inclination was to

be cautious in a world where the markets were held hostage by policymakers. While this

view enabled us to sidestep much of the sharp decline throughout the Third Quarter, we

only gradually increased our exposures near the market bottom and thus underperformed

during the dramatic rise in October. While we have not generated significant gains this

year, we have protected capital and exhibited materially lower volatility than the markets.



Third Point Offshore 2011 YTD Net and Beta-Adjusted Net Exposures:









The chart above shows the evolution of Third Point’s 2011 year to date net and beta-

adjusted net exposures and our trend line of taking overall risk off across asset classes and

geographies since mid-February, which reversed modestly over the past few weeks. This

graph also provides a useful snapshot of our strategy and a reminder of our process and

the framework we have created over the years to best serve it.





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As our investors understand, our strategy is to be nimble, opportunistic, and special

situation-focused. We are comfortable ranging freely across capital structures and

geographies, concentrating investments where we see the most interesting risk/reward

scenarios. These opportunities are generated from the bottom-up by an investment team

that is compensated based on firm performance rather than individual profits and losses.

One benefit of this approach is that we can put risk on or take it off quickly and decisively,

as we have done this year and throughout our 16 year history.



Thus far in 2011 we have shifted risk in the portfolio in four distinct phases. As the graph

above shows, in the early weeks of this year we were essentially 100% net long. Beginning

in mid-February, we started reducing our long equity exposure primarily due to the “Arab

Spring” revolutions, which prompted concerns about potential disruptions in oil supply.

We reduced our exposure to cyclical and leveraged investments, including in

semiconductors, financials and truckers. This wave of selling, which continued through the

Japanese tsunami and earthquake crisis, resulted in relatively defensive net exposure.

Later in the Second Quarter, we diminished risk by adding single name equity shorts,

taking that portfolio from $600M to $1.6B. Through September 30th, our long and short

portfolios netted nearly the same amount despite long dollar exposure of 3x more than

short dollar exposure. Our average long was down 9%, while our average short was down

30% over the same period. For the third phase, as the European picture continued to

worsen and the markets tumbled in August and September, we took down gross exposure,

further reflecting our bearish views. Over the past few weeks, we have added some beta

back to the portfolio, primarily by covering shorts, nibbling at credit, and adding to select

long positions.



The main question on every investor’s mind is when we will start to significantly increase

market exposure. As in past macro-driven periods of unusual market volatility, it is

impossible to predict precisely when we will feel it is safe to get back in the water, although

we have taken small advantage of the optimism regarding the European situation that

drove October markets sharply higher. We remain patient and cautious for the moment

until we determine it is time to deploy our dry powder decisively.



Macro Hedges and Fundamental Trades



Clearly, we spend considerable time thinking about the macroeconomic environment and

how to protect capital during a period where the world economy still has many pitfalls.

While we have by no means become a macro fund, the more macro-oriented investments

we make can be grouped loosely into three tranches. First, we have about 50-75BPS of true

“tail” positions. These trades are designed to protect against massive global shocks. As a

result, they are very inexpensive and the chances of payouts are remote – but if the worst

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comes to pass, they should return 10-20x on average. These include trades such as a de-

pegging of a Middle Eastern currency or a spike in the demand for delivery of physical

commodities. Second, sometimes we will try to hedge out industry or sector risks via

macro trades. Occasionally these types of macro bets are the most effective way of hedging

out single name positions that are each vulnerable to a similar risk factor. A good example

of this was our decision to short Aussie Dollar swaptions to protect companies we owned

that had significant downside exposure if China experienced a hard landing. Finally, while

we do not do this often, we will occasionally identify attractive discrete macro trades,

which are more often short opportunities than long. A recent example of this was our

decision to short copper prices during the last quarter due to weakness in Chinese demand.

We will continue to pepper the portfolio with each of these three types of trades, which add

to portfolio management during this peculiar period in the financial markets.



Quarterly Results



Set forth below are our results through September 30, 2011 and a brief discussion of select

positions that impacted the portfolio during the quarter.





Third Point Third Point

Partners LP Ultra Ltd S&P 500 HFRI



2011 Third Quarter -6.0% -9.5% -13.9% -7.0%



2011 YTD Performance -0.3% -1.9% -8.7% -4.1%

Annualized Return Since

21.4% 26.9% 6.6% 10.4%

Inception



The top five winners for the period were Gold, Peregrine Metals, Auto Supplier Short

Basket, Commodity Short A, and Equity Short A. The top five losers were Delphi Corp,

Technicolor, Sunoco Inc., CIT Group Inc., and The Mosaic Company.



Assets under management at September 30, 2011 were $7.6 billion.



Select Portfolio Positions



Long Equity: Yahoo! Inc.



Third Point revealed ownership of a 5.2% stake in the shares of Yahoo! Inc (“Yahoo”) in

early September. Yahoo is the premier digital media company, with global reach and



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content leadership, growing audiences and market share, compelling international assets,

and a revitalized technology platform.



Third Point’s original 13-D letter and amendment filed alongside our SEC disclosure of

ownership laid out our case for a targeted overhaul of Yahoo’s existing Board of Directors

and encouraged the pursuit of strategic options to maximize Yahoo’s value. Since the filing

of our letter, media outlets have reported that a strategic review process is moving forward

and many parties are interested in the individual businesses and in some cases, the whole

of Yahoo.



Corporate Credit



The silver lining of the recent equity market sell-off was the emergence of new

opportunities in the credit space. We had a brief window to capture credit at levels

attractive enough to start rebuilding our “Bank of Third Point” credit portfolio in a

meaningful way for the first time in 12+ months.



The spread on the CS HY index stood at +811 BPS at September 30th, out from only +560

BPS at June 30th. We believe the default rate implied by these spreads is relatively high

given the balance sheet fortification of the last two years, but absolute yield levels remain

on the low side with the high yield market still only yielding 9.3%. Against this backdrop,

volatility is spiking, particularly in lower quality assets which have fallen like stones: single

B credits declined 10% during the quarter and the “CCC” portion of the index was off nearly

14%.



It appears that credit focused funds (and perhaps funds with broader mandates but too

much capital) may have repeated the mistakes of the last credit cycle and traded down in

terms of credit quality and liquidity in pursuit of yield. We are seeing early signs of

potential stressed selling that we surmise are emerging from these and other sources. We

are gratified that our discipline and patience in maintaining low corporate credit exposure

will be rewarded. If past credit cycles are any guide, continued patience is advisable. We

remember quite well how seemingly savvy and elegant the early prints in 2008 appeared –

when certain private equity firms purchased with leverage bridge loans at 10 and 20 point

discounts – only to see these investments wiped away when the other shoe dropped. We

are looking forward to increasing our exposure as absolute value emerges.



Asset Backed Securities







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As the markets tumbled during the Third Quarter, mortgages and other asset backed

securities suffered. Falling prices brought about by the difficult technical environment

masked continuing improvement in fundamentals. We have sold a small fraction of our

bonds in order to reduce overall gross exposure but continue to maintain the majority of

our mortgage portfolio. Despite the difficult technical environment currently, we believe

fundamentals will prevail in the long-term so we are riding out this storm.



Our portfolio still consists primarily of dented prime “Re-Remic” securities, which are

priced at a mid-teens yield, and seasoned subprime securities, which are priced at a high-

teens yield. We have a small number of CMBS bonds and student loan ABS. The cash carry

on our mortgage portfolio is about 60-70 BPS per month.



Business Updates



Third Point Reinsurance Limited



In September, we announced the formation of Third Point Reinsurance Limited (“Third

Point Re”), a privately-held, Bermuda-domiciled reinsurer whose assets will be invested

pari passu with Third Point’s funds. Third Point Re is led by John Berger, a veteran of the

industry, who has been a CEO of reinsurers for over 18 years and assembled a stellar track

record. Among our partners in this transaction are three well-respected private equity

firms and insurance experts who are each making substantial contributions to Third Point

Re. Their management skills and industry expertise are second to none. In addition to

significant contributions by Third Point employees, John Berger is investing $5M and

Daniel Loeb is investing $75M in the company.



Third Point Re offers an exciting value proposition: combining Third Point’s returns

buoyed by premium float (i.e. limited leverage) with modest reinsurance profits and an

expected premium to book value when Third Point Re enters the public markets, which we

anticipate will occur in 2013. We also expect there will be tax advantages for US Onshore

taxpayers who choose to invest in Third Point Re rather than in the private funds.



Interested investors can access Third Point Re either by adding additional capital or by

rolling all or part of their existing investment in Third Point’s funds into Third Point Re.

We are asking for December 1, 2011 commitments for mid-December funding. We do not

anticipate re-opening the main funds in the foreseeable future so Third Point Re is the best

way for many investors to add meaningful capital to our strategy.









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We have been pleased with the level of interest and encourage you to reach out to Investor

Relations and Marketing to learn more about whether the Third Point Re opportunity is

right for you.



Personnel Update



We are pleased to announce that Chris Borrero joined our research team during the Third

Quarter as an analyst in our Credit group. Chris was previously an analyst at Bain Capital’s

credit affiliate, Sankaty Advisors, where he worked on the industrials and metals and

mining teams. Mr. Borrero graduated magna cum laude from Yale University with a B.A. in

Economics.



Third Quarter Investor Webcast and Conference Call Replay



Our Quarterly Performance Review and Business Update for the Third Quarter 2011 were

presented via webcast and conference call on October 25, 2011. Please contact Investor

Relations if you are interested in the replay, which will be available until November 8.



Save the Date: Annual Investor Day



On January 18, 2012 we will host our Annual Presentation followed by supper and cocktails

at the Museum of Modern Art in New York City. Your invitations will be sent via email and

post over the next few weeks. We look forward to welcoming you to a highlight of the year

for all of us at Third Point.



Following the success of last year’s Due Diligence Day, we plan to hold a similar meeting

mid-year in New York City. We will provide you with details in early 2012.



Thank you for your continued partnership.



Sincerely,



Third Point LLC

_____________________



The performance data presented represents that of Third Point Partners L.P and Third Point Ultra Ltd. All P&L or performance results

are based on the net asset value of fee-paying investors only and are presented net of management fees, brokerage commissions,

administrative expenses, and accrued performance allocation, if any, and include the reinvestment of all dividends, interest, and capital

gains. The performance above represents fund-level returns, and is not an estimate of any specific investor’s actual performance, which

may be materially different from such performance depending on numerous factors. All performance results are estimates and should

not be regarded as final until audited financial statements are issued. Exposure data represents that of Third Point Offshore Master Fund

L.P.



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While the performances of the Funds have been compared here with the performance of a well-known and widely recognized index, the

index has not been selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility may differ

significantly from the securities that comprise the index. Investors cannot invest directly in an index (although one can invest in an index

fund designed to closely track such index).



Past performance is not necessarily indicative of future results. All information provided herein is for informational purposes only and

should not be deemed as a recommendation to buy or sell securities. All investments involve risk including the loss of principal. This

transmission is confidential and may not be redistributed without the express written consent of Third Point LLC and does not constitute

an offer to sell or the solicitation of an offer to purchase any security or investment product. Any such offer or solicitation may only be

made by means of delivery of an approved confidential offering memorandum.



Information provided herein, or otherwise provided with respect to a potential investment in the Funds, may constitute non-public

information regarding Third Point Offshore Investors Limited, a feeder fund listed on the London Stock Exchange, and accordingly

dealing or trading in the shares of that fund on the basis of such information may violate securities laws in the United Kingdom and

elsewhere.

_____________________









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