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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
e objective of the AlphaKeys Fund is to invest in the Underlying Fund. The Underlying Fund's principal trading objective (through its investment in Millennium Partners, L.P. (the "Underlying Muter Fund")) is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of secu
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
ully in the Third Amended and Restated Limited Partnership Agreement, as amended or supplemented from time to time (the "Partnership Agreement") of Millennium Partners, L.P. (the "Master Partnership") and elsewhere in this Confidential Memorandum. This summary should be read in conjunction with, and is qualified i
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
e objective of the AlphaKeys Fund is to invest in the Underlying Fund. The Underlying Fund's principal trading objective (through its investment in Millennium Partners, L.P. (the "Underlying Master Fund")) is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of sec
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
e objective of the AlphaKeys Fund is to invest in the Underlying Fund. The Underlying Fund's principal trading objective (through its investment in Millennium Partners, M. (the "Underlying Master Fund")) is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of secur
Entities connected to both Schulte Roth & Zabel LLP and Millennium Partners

United States
LOCATION
New York
LOCATION
U.S. Treasury
ORGANIZATIONCayman
LOCATIONKeogh
ORGANIZATIONMillennium USA's
LOCATION
Millennium
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONErnst & Young LLP
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONTrigger Event
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
Paul Volcker
PERSONOrganization, Management
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONOrganization, Management, Structure
ORGANIZATIONthe District of Columbia
LOCATION