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ip") and may also invest through separate legal entities directly in the Master Partnership's underlying strategies. In addition to Millennium USA, Millennium International, Ltd. ("Millennium International") also accepts investments from outside investors and primarily invests its capital in the Master Partnership (or its un
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
ors" and "qualified purchasers" under the U.S. federal securities laws. Millennium USA primarily invests its capital in the Master Partnership. • Millennium International, Ltd. ("Millennium International"), an exempted company incorporated in December 1997 under the laws of the Cayman Islands, which accepts investments fro
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
Millennium USA accepts investments from outside investors and primarily invests its capital in Millennium Partners, L.P. (the "Master Partnership"). Millennium International, Ltd. ("Millennium International"), accepts investments from outside investors and primarily invests its capital in Millennium Offshore Intermediate, L.P
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
." Millennium USA accepts investments from outside investors and primarily invests its capital in Millennium Partners, (the "Master Partnership"). Millennium International, Ltd. ("Millennium International"), accepts investments from outside investors and primarily invests its capital in Millennium Offshore Intermediate, •.,
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 Millennium International, Ltd. and Organization, Management, Structure

Millennium
ORGANIZATIONMillennium USA's
LOCATIONCayman
LOCATIONTrigger Event
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Partners
ORGANIZATION
U.S. Treasury
ORGANIZATION
New York
LOCATIONThe Master Partnership's Organization
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONErnst & Young LLP
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
United States
LOCATIONCapital Structure
ORGANIZATIONIndependent Public Accountants
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONMaster-Feeder Relationship
ORGANIZATIONOrganization, Management
ORGANIZATIONKeogh
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATION