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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
nderlying Fund, which is subject to the withdrawal terms of the Underlying Fund and may be delayed or suspended altogether. See "Millennium USA's Organization, Management, Structure, and Operations" in Part One of the Underlying Fund Memorandum. The Administrator may determine to satisfy a withdrawal request in full, without a
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
ennium USA may be employed in direct investments made by Millennium USA. (See "Millennium USA's Investment Program and Strategy.") Millennium USA's Organization, Management, Structure, and Operations Organization Millennium USA is a Delaware limited partnership formed in November 1997. Millennium USA's principal office is locate
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
Interests of Millennium USA 1-24 Millennium USA's Investment Program and Strategy 1-26 Use of Proceeds by Millennium USA I-26 Millennium USA's Organization, Management, Structure, and Operations 1-26 Management of Millennium USA I-33 The Administrator I-33 Fees and Expenses Relating to Millennium USA 1-35 Allocation of
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
Interests of Millennium USA 1-24 Millennium USA's Investment Program and Strategy 1-26 Use of Proceeds by Millennium USA I-26 Millennium USA's Organization, Management, Structure, and Operations 1-26 Management of Millennium USA I-33 The Administrator I-33 Fees and Expenses Relating to Millennium USA 1-35 Allocation of
Entities connected to both Schulte Roth & Zabel LLP and Organization, Management, Structure

United States
LOCATION
New York
LOCATION
U.S. Treasury
ORGANIZATIONKeogh
ORGANIZATIONCayman
LOCATIONMillennium Partners
ORGANIZATION
Paul Volcker
PERSONthe District of Columbia
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONErnst & Young LLP
ORGANIZATIONOrganization, Management
ORGANIZATIONMillennium International, Ltd.
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONMillennium USA's
LOCATIONTrigger Event
ORGANIZATION
Millennium
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONThis Confidential Memorandum
ORGANIZATIONIndependent Public Accountants
ORGANIZATION