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o report on its own annual tax return such Limited Partner's distributive share of the Partnership's taxable income or loss. (See "Tax Aspects.") Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, acts as legal counsel to the Partnership in connection with the offering of the Interests and with re

r affiliates. In connection with the offering and ongoing advice to the Partnership, Schulte Roth & Zabel LLP does not represent Limited Partners. Schulte Roth & Zabel LLP will not be representing Limited Partners of the Partnership. No independent counsel has been retained to represent Limited Partners of the Partn

ip. No offer to sell (or solicitation of an offer to buy) is being made in any jurisdiction in which such offer or solicitation would be unlawful. This Confidential Memorandum has been prepared solely for the information of the person to whom it has been delivered on behalf of the Partnership for the sole purpose of evalu

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

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

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

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

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

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