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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
Investment Program and Strategy 26 Use of Proceeds by Millennium USA 26 Millennium USA's Organization, Management, Structure, and Operations 26 Management of Millennium USA 32 The Administrator 33 Fees and Expenses Relating to Millennium USA 34 Allocation of Gains and Losses 36 Outline of the Partnership Agreemen
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
tion of the outstanding Offered Interests into another class of Interests of Millennium USA with substantially the same rights and characteristics. Management of Millennium USA The general partner of Millennium USA and the general partner of the Master Partnership is Millennium Management, a Delaware limited liability comp
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
ment 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 Gains and Losses 1-36 Outline of the Partnership
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
ment 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 Gains and Losses 1-36 Outline of the Partnership
Entities connected to both Schulte Roth & Zabel LLP and Management of Millennium USA

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