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is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
rvices; and (v) year-end support services with respect to Millennium USA's audit and tax processes, as may be required. (See "The Administrator.") Schulte Roth & Zabel LLP has rendered an opinion that Millennium USA and the Master Partnership will each be classified as a partnership and not as an association taxable a
is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
Administrator also provides services in connection with the issuance, transfer and withdrawal of interests. (See "The Administrator.") Taxation: Schulte Roth & Zabel LLP has rendered an opinion that Millennium USA and the Master Partnership will each be classified as a partnership and not as an association taxable a
is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and
Administrator also provides services in connection with the issuance, transfer and withdrawal of interests. (See "The Administrator.") Taxation: Schulte Roth & Zabel LLP has rendered an opinion that Millennium USA and the Master Partnership will each be classified as a partnership and not as an association taxable a
Entities connected to both Non-U.S. Investments and Schulte Roth & Zabel LLP

United States
LOCATION
New York
LOCATIONthe District of Columbia
LOCATION
U.S. Treasury
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONCayman
LOCATION
Paul Volcker
PERSONKeogh
ORGANIZATIONMillennium Partners
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATIONThis Confidential Memorandum
ORGANIZATIONErnst & Young LLP
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONTrigger Event
ORGANIZATIONOrganization, Management
ORGANIZATIONManagement of Millennium USA
ORGANIZATION
Millennium
ORGANIZATIONOrganization, Management, Structure
ORGANIZATION