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nvestor (the "Investor Application"). -42- CONFIDENTIAL UBSTERRAMAR00003904 EFTA00239236 FOR EXISTING INVESTOR USE ONLY VL TAX ASPECTS Certain Material United States Federal Income Tax Considerations The following is a general summary of certain U.S. federal income tax considerations relating to an investment in
purposes, Millennium USA may refuse to accept a subscription or may effect a compulsory withdrawal of any such limited partner from Millennium USA. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE OFFERED INTERESTS EXCEPT FOR THIS CONFIDENTIAL MEMORANDUM, STATEMENTS CONTAINED HEREIN AND
prospective Investor (the "Investor Application"). ML281817-MAXWELL -39- CONFIDENTIAL UBSTERRAMAR00002305 EFTA00237861 VI. TAX ASPECTS Certain Material United States Federal Income Tax Considerations To ensure compliance with requirements imposed by the IRS in Circular 230, you are hereby informed that any tax a
ification purposes, Millennium USA may refuse to accept a subscription or may cause the withdrawal of any such limited partner from Millennium USA. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE OFFERED INTERESTS EXCEPT FOR THIS CONFIDENTIAL MEMORANDUM, STATEMENTS CONTAINED HEREIN A
by each prospective Investor (the "Investor Application"). MAXWELL -39- CONFIDENTIAL UBSTERRAMAR00001252 EFTA00236898 VI. TAX ASPECTS Certain Material United States Federal Income Tax Considerations To ensure compliance with requirements imposed by the IRS in Circular 230, you are hereby informed that any tax a
ification purposes, Millennium USA may refuse to accept a subscription or may cause the withdrawal of any such limited partner from Millennium USA. NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE OFFERING OF THE OFFERED INTERESTS EXCEPT FOR THIS CONFIDENTIAL MEMORANDUM, STATEMENTS CONTAINED HEREIN A
Entities connected to both Material United States and NO OFFERING LITERATURE OR ADVERTISING

United States
LOCATIONOrganization, Management, Structure
ORGANIZATIONInterests of the AlphaKeys Fund
ORGANIZATIONthe Underlying Fund Interests
ORGANIZATIONthe Underlying Fund Manager's
ORGANIZATIONTreatment as Partnership
ORGANIZATIONImportance of Obtaining Professional Advice
ORGANIZATIONthe UBSFS Advisory Program
ORGANIZATIONTHE ALPHAKEYS FUND IN LIGHT
ORGANIZATIONIndependent Auditors and Legal Counsel
ORGANIZATIONRopes & Gray LLP's
ORGANIZATIONManagement of Millennium USA
ORGANIZATIONThe Master Partnership's Organization
ORGANIZATIONOrganization, Management, Structure and Operations
ORGANIZATIONOrganization, Management
ORGANIZATIONMillennium Offshore Intermediate
ORGANIZATIONthe "Intermediate Partnership
ORGANIZATIONDifferent Returns Among Investors
ORGANIZATIONthe Master Partnership or Portfolio Managers
ORGANIZATIONIsrael A. Englander
PERSON