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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
or be deemed to create, any special withdrawal right for the holders of the Offered Interests (in their capacity as such). Upon the occurrence of a Trigger Event, holders of the Offered Interests will be subject to Millennium Management's plan for the continuation of its operations. More broadly, whether in
perations Classification of Millennium USA and the Master Partnership. Each of Millennium USA and the Master Partnership has received an opinion of Schulte Roth & Zabel LLP, its counsel, that under the provisions of the Code and the Regulations, as in effect on the date of the opinion, as well as under the relevant aut
e Net Capital Depreciation or increase the balance of the Loss Recovery Account. In connection with the (i) downsizing of Millennium USA following a Trigger Event, or (ii) dissolution of Millennium USA, reserves for liabilities will be established for the estimated costs of downsizing or liquidating assets an
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
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
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
occurring before the last day of the fourth full calendar quarter after purchase of such Offered Interests (other than due to the occurrence of a Trigger Event, described below) will be subject to a charge equal to 4% of the withdrawal amount (the "Early Withdrawal Charge"). For purposes of determining the
Entities connected to both Schulte Roth & Zabel LLP and Trigger Event

United States
LOCATION
New York
LOCATION
U.S. Treasury
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONKeogh
ORGANIZATIONCayman
LOCATION
Millennium
ORGANIZATIONMillennium USA's
LOCATIONThe Master Partnership's Organization
ORGANIZATIONErnst & Young LLP
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Partners
ORGANIZATIONOrganization, Management, Structure
ORGANIZATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATION
Paul Volcker
PERSONMaster-Feeder Relationship
ORGANIZATION