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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
will be payable out of the Administrative Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined net PERFORMANCE of the Underlying Fund Management Fee as described herein) (the ALLOCATION "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to ad
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
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
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
will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 2O% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional t
Entities connected to both Schulte Roth & Zabel LLP and the Underlying Fund Management Fee

United States
LOCATION
New York
LOCATION
U.S. Treasury
ORGANIZATIONthe District of Columbia
LOCATIONCayman
LOCATION
the Internal Revenue Service
ORGANIZATION
Paul Volcker
PERSONErnst & Young LLP
ORGANIZATIONKeogh
ORGANIZATIONTrigger Event
ORGANIZATION
UBS AG
ORGANIZATION
Millennium
ORGANIZATIONClasses of Interests
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONThis Confidential Memorandum
ORGANIZATIONthe Investor Application
ORGANIZATIONMillennium International, Ltd.
ORGANIZATIONMillennium USA's
LOCATIONMillennium Partners
ORGANIZATIONNo Assurance of Investment Return
ORGANIZATION