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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
lawful. All references herein to "dollars" or "5" are to the lawful currency of the United States of America. Confidentiality of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
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
on of an offer to buy) will be made in any jurisdiction in which such offer or solicitation would be unlawful. Confidentialiv of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
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
on of an offer to buy) will be made in any jurisdiction in which such offer or solicitation would be unlawful. Confidentialiv of Fund Information This Confidential Memorandum and any other documents or informational materials provided to prospective purchasers or investors in Millennium USA with respect to Millennium USA
Entities connected to both Non-U.S. Investments and This Confidential Memorandum

United States
LOCATION
the Internal Revenue Service
ORGANIZATIONCayman
LOCATIONthe District of Columbia
LOCATION
U.S. Treasury
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATION
New York
LOCATION
Millennium
ORGANIZATIONthe Federal Reserve System
ORGANIZATIONthe "Intermediate Partnership
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONOrganization, Management
ORGANIZATIONOrganization, Management, Structure and Operations
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONErnst & Young LLP
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONClasses of Interests
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONAnti-Money Laundering
ORGANIZATIONNO OFFERING LITERATURE OR ADVERTISING
ORGANIZATION