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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
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
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
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
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
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 the Underlying Fund Management Fee and Management of Millennium USA

U.S. Treasury
ORGANIZATIONErnst & Young LLP
ORGANIZATIONCayman
LOCATION
Millennium
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
United States
LOCATIONMillennium Partners
ORGANIZATIONMillennium USA's
LOCATIONMillennium International, Ltd.
ORGANIZATIONTrigger Event
ORGANIZATION
New York
LOCATIONThe Master Partnership's Organization
ORGANIZATIONthe U.S. Investment Company Act
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONCapital Structure
ORGANIZATIONKeogh
ORGANIZATIONBank Holding Company Act Considerations
ORGANIZATIONthe District of Columbia
LOCATIONNo Assurance of Investment Return
ORGANIZATIONOrganization, Management, Structure
ORGANIZATION