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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
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
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
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
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
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 This Confidential Memorandum and the Underlying Fund Management Fee

United States
LOCATIONCayman
LOCATION
U.S. Treasury
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONErnst & Young LLP
ORGANIZATION
UBS AG
ORGANIZATIONthe Investor Application
ORGANIZATIONBank Holding Company Act Considerations
ORGANIZATION
Paul Volcker
PERSONSchulte Roth & Zabel LLP
ORGANIZATIONNo Assurance of Investment Return
ORGANIZATIONClasses of Interests
ORGANIZATION
New York
LOCATIONthe District of Columbia
LOCATIONThe Master Partnership's Organization
ORGANIZATIONCustodian
ORGANIZATION
Millennium
ORGANIZATIONthe Federal Reserve System
ORGANIZATIONNon-U.S. Investments
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATION