FOR EXISTING INVESTOR USE ONLY MEMORANDUM NO: CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Relating to CLASS B INTERESTS of ALPHAKEYS MILLENNIUM FUND, L.L.C. THIS CONFIDENTIAL MEMORANDUM CONTAINS INFORMATION SPECIFIC TO CLASS B INTERESTS OF ALPHAKEYS MILLENNIUM FUND, L.L.C. PURSUANT TO AN EXEMPTION FROM THE CFTC IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL. CONFIDENTIAL UBSTERRAMAR00003856 EFTA00239188

FOR EXISTING INVESTOR USE ONLY This Confidential Private Placement Memorandum (as amended, restated or otherwise modified from time to time (for the avoidance of doubt, excluding any appendices attached hereto), the "Memorandum") is furnished on a confidential basis to a limited number of prospective investors (each, when admitted as a member, an "Investor") in AlphaKeys Millennium Fund, L.L.C. (f/k/a UBS Millennium Fund, L.L.C.) (the "AlphaKeys Fund") who are both qualified purchasers and accredited investors (unless otherwise permitted by law) for the purpose of providing certain information about a potential investment in Class B limited liability company interests (the "Class B Interests") in the AlphaKeys Fund. The Class B Interests have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or by the securities regulatory authority of any state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Memorandum. My representation to the contrary is a criminal offense. The Class B Interests have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), the securities laws of any other state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Class B Interests will be offered and sold in the United States under the exemption provided by Section 4(aX2) of the 1933 Act and Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Class B Interests and no such market is expected to develop in the future. The Class B Interests are subject to restrictions on transferability and resale and may not be sold or transferred except as permitted under the limited liability company agreement of the AlphaKeys Fund (as amended, restated or otherwise modified from time to time, the "AlphaKeys Fund Agreement", annexed hereto as Appendix B) and unless they are registered under the 1933 Act, or pursuant to an exemption from such registration thereunder and under any other applicable securities law registration requirements that may be available at such time. Required 1933 Act Disclosure. Pursuant to Rule 506 of Regulation D under the 1933 Act (the "Rule"), the AlphaKeys Fund is required, among other things, to disclose certain disciplinary events, in respect of various entities and/or individuals, that occurred prior to the Rule's effective date of September 23, 2013, and such disclosure is annexed hereto as Appendix C. Potential Investors should pay particular attention to the information under the "CERTAIN RISK FACTORS" and "POTENTIAL CONFLICTS OF INTEREST' sections of this Memorandum. Investment in the AlphaKeys Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the AlphaKeys Fund. Investors in the AlphaKeys Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the AlphaKeys Fund's or the Underlying Fund's (defined below) investment objective will be achieved or that Investors will receive a return of their capital. My losses by the AlphaKeys Fund will be borne solely by the Investors and not by the Administrator or its affiliates; therefore, the Administrator's and its affiliates' or subsidiaries' losses in the AlphaKeys Fund will be limited to losses attributable to the Class B Interests in the AlphaKeys Fund held by the Administrator and its affiliates or subsidiaries in their capacity as investors in the AlphaKeys Fund. CONFIDENTIAL UBSTERRAMAR00003857 EFTA00239189

FOR EXISTING INVESTOR USE ONLY In making an investment decision, prospective Investors must rely on their own examination of the AlphaKeys Fund and the terms of the offering of Class B Interests, including the merits and risks involved. Any representation to the contrary is a criminal offense. The U.S. Commodity Futures Trading Commission (the "CFTC") has not reviewed or approved this offering or this Memorandum. Prospective Investors should not construe the contents of this Memorandum as legal, tax, investment or accounting advice and each prospective Investor is urged to consult with its own advisers with respect to legal, tax, regulatory, financial and accounting consequences of its investment in the AlphaKeys Fund. Each prospective Investor shall agree that it has not relied on the AlphaKeys Fund, UBS Fund Advisor, L.L.C. (the "Administrator") in its capacity as the Administrator and the manager of the AlphaKeys Fund, or any of the Administrator's affiliates or employees for tax advice in connection with its investment. As used in this Memorandum, the following capitalized terms have the following meanings. "Underlying Fund" refers to Millennium USA LP and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or indirectly invests all or a portion of its assets (e.g., through a master-feeder structure). "Underlying Fund Manager' refers, individually or collectively, as the context may require, to Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers collectively to the Confidential Memorandum of Millennium USA LP and the Confidential Memorandum of Millennium Partners, L.P., and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizational documents of Millennium USA LP, and certain other documents referred to herein related to the Underlying Fund. This Memorandum contains information concerning the AlphaKeys Fund Agreement and the Underlying Fund Documents. However, the information set forth in this Memorandum does not purport to be complete and is subject to and qualified in its entirety by reference to the AlphaKeys Fund Agreement and the Underlying Fund Documents, copies of which are attached as appendices to this Memorandum and/or will be provided to any prospective Investor upon request, as applicable, and which should be reviewed for complete information, including information concerning the rights, privileges and obligations of Investors in the AlphaKeys Fund. In the event that the descriptions or terms in this Memorandum are inconsistent with or contrary to the descriptions in or terms of the AlphaKeys Fund Agreement and the Underlying Fund Documents, the AlphaKeys Fund Agreement (or with respect to any terms applicable to the Underlying Fund, the Underlying Fund Documents) shall control. The Underlying Fund Documents were not prepared by or independently verified by the AlphaKeys Fund, the Administrator or any of their respective affiliates, and none of the foregoing makes any representation or warranty with respect to, or shall be responsible for, the accuracy or completeness of such information. The Underlying Fund, the Underlying Fund Manager and their respective partners, officers, directors, employees, members and affiliates take no responsibility for the contents of this Memorandum, make no representations as to the accuracy or completeness hereof and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon any part of this Memorandum or from any actions of the AlphaKeys Fund, the Administrator or any Investors. CONFIDENTIAL UBSTERRAMAR00003858 EFTA00239190

FOR EXISTING INVESTOR USE ONLY The Underlying Fund, the Underlying Fund Manager and their respective partners, officers, directors, employees, members and affiliates have not endorsed and make no recommendation with respect to the securities offered hereby. The Underlying Fund and the Underlying Fund Manager have no responsibility to update any of the information provided in this Memorandum. The AlphaKeys Fund will be an investor of the Underlying Fund entitled to the rights of an investor under applicable law and the applicable Underlying Fund Documents. Investors in the AlphaKeys Fund, however, do not thereby become, and will not be, investors of the Underlying Fund and will not have rights as investors of the Underlying Fund. Rather, Investors in the AlphaKeys Fund will have rights as members in the AlphaKeys Fund. As such, the Investors in the AlphaKeys Fund will have no standing or recourse against any of the Underlying Fund, the Underlying Fund Manager, their respective affiliates or any of their respective general partners, investment advisers, officers, directors, employees, partners or members. Statements contained in this Memorandum and the Underlying Fund Memorandum (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Administrator or the Underlying Fund Manager. Certain information contained in this Memorandum and the Underlying Fund Memorandum may constitute "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth in CERTAIN RISK FACTORS and in the Underlying Fund Memorandum, the amount subscribed for by the AlphaKeys Fund and the AlphaKeys Fund's fees and expenses, actual events or results or the actual performance of the AlphaKeys Fund may differ materially from those reflected or contemplated in such forward- looking statements. No representation or warranty is being made herein as to the past or future investment performance of the AlphaKeys Fund or the Underlying Fund. Only those particular representations and warranties that may be made by the AlphaKeys Fund in a definitive investor application ("Investor Application") relating to the purchase of Class B Interests, when and if one is executed, and subject to such limitations and restrictions as may be specified in such Investor Application, shall have any legal effect. The Administrator is registered as a "commodity pool operator" with the CFTC and is a member of the National Futures Association ("NFA") in such capacity under the U.S. Commodity Exchange Act, as amended. With respect to the AlphaKeys Fund, the Administrator has claimed an exemption pursuant to CFTC Rule 4.7 for relief from certain requirements applicable to a registered commodity pool operator. See REGULATORY CONSIDERATIONS: "U.S. Commodity Exchange Act." Except where otherwise indicated, the information contained in this Memorandum has been compiled as of the date set forth below, and the information regarding the Underlying Fund is as of the date set forth in the Underlying Fund Memorandum. Neither the AlphaKeys Fund nor any of its affiliates has any obligation to update this Memorandum. Under no circumstances should the delivery of this Memorandum, irrespective of when it is made, create any implication that CONFIDENTIAL UBSTERRAMAR00003859 EFTA00239191

FOR EXISTING INVESTOR USE ONLY there has been no change in the affairs of the AlphaKeys Fund or of the Underlying Fund since such date. This Memorandum and the information contained herein are being furnished on a confidential basis exclusively for use by prospective Investors in evaluating the offering of the Class B Interests of the AlphaKeys Fund described herein. Each person who has received a copy of the Memorandum and the Underlying Fund Memorandum (whether from the Administrator, such person's financial advisor or otherwise) is deemed to have agreed (whether or not such person purchases any Class B Interests) (i) not to reproduce, disclose, distribute or make available this Memorandum, or any information contained herein, in whole or in part, to any other person (other than to such person's financial, legal, tax, accounting and other advisers assisting in such person's evaluation of the Class B Interests and the AlphaKeys Fund, provided that such advisers are first advised of and instructed to comply with the confidentiality and use restriction on the information contained in this Memorandum) without the Administrator's prior express written consent, which consent may be withheld in the Administrator's sole discretion, (ii) to use the information in this Memorandum exclusively for such person's evaluation of the Class B Interests and the AlphaKeys Fund and in connection with the monitoring and management of an investment in the AlphaKeys Fund, if made, and (iii) to return this Memorandum to the Administrator promptly upon request. Each prospective Investor is invited to meet with representatives of the AlphaKeys Fund and to discuss with, ask questions of and receive answers from such representatives concerning the terms and conditions of the offering of Class B Interests, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein. No person has been authorized in connection herewith to give any information or make any representations other than as contained in this Memorandum and any representation or information not contained herein must not be relied upon as having been authorized by the AlphaKeys Fund and the Administrator or any of their respective directors, officers, employees, partners, shareholders, members, managers, agents or affiliates. Statements in this Memorandum are made as of the date of the initial distribution of this Memorandum unless otherwise expressly stated herein. The delivery of this Memorandum does not imply that any information contained herein is correct as of any time subsequent to the date of this Memorandum. The distribution of this Memorandum and the offer and sale of the Class B Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. The AlphaKeys Fund reserves the right to modify any of the terms of the offering and the Class B Interests described herein, subject only to any applicable restrictions described in the AlphaKeys Fund Agreement. The Memorandum is intended for U.S. investors; in the event Class B Interests are offered to a non-U.S. Investor, the AlphaKeys Fund may provide such Investor additional information. Prospective non-U.S. Investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of Class B Interests, and any foreign exchange restrictions that may be relevant thereto. -iv- CONFIDENTIAL UBSTERRAMAR00003860 EFTA00239192

FOR EXISTING INVESTOR USE ONLY Notwithstanding anything to the contrary provided in any offering document relating to the AlphaKeys Fund (including this Memorandum, the Investor Application and the AlphaKeys Fund Agreement), each Investor or prospective Investor (and each employee, representative, or other agent of the Investor or prospective Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment, tax strategy and tax structure of (i) the AlphaKeys Fund and the offering of its Class B Interests and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investor or prospective Investor relating to such tax treatment, tax strategy and tax structure all within the meaning of Treasury Regulations § 1.6011-4(bX3). For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or other identifying information regarding, the participants in this offering, or of any information or the portion of any materials not relevant to the tax treatment, tax strategy or tax structure of the offering. INTERESTS ARE NOT DEPOSITS IN, OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE ADMINISTRATOR OR ANY OF ITS AFFILIATES, OR ANY U.S. OR NON-U.S. DEPOSITORY INSTITUTION. INTERESTS ARE NOT INSURED BY THE FDIC, AND ARE NOT DEPOSITS, OBLIGATIONS OF, OR ENDORSED OR GUARANTEED IN ANY WAY BY, ANY BANKING ENTITY. INTERESTS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT INVESTED. November 2018 CONFIDENTIAL UBSTERRAMAR00003861 EFTA00239193

FOR EXISTING INVESTOR USE ONLY TABLE OF CONTENTS PAGE I. SUMMARY OF TERMS 1 II. CERTAIN RISK FACTORS 25 Ill. POTENTIAL CONFLICTS OF INTEREST 36 N. BROKERAGE 40 V. APPLICATION FOR INTERESTS 41 VI. TAX ASPECTS 43 VII. CERTAIN ERISA AND OTHER CONSIDERATIONS 55 VIII. REGULATORY CONSIDERATIONS 58 IX. ANTI-MONEY LAUNDERING REGULATIONS 60 X. ADDITIONAL INFORMATION 61 APPENDIX A - CONFIDENTIAL MEMORANDUM OF MILLENNIUM USA LP, AS AMENDED FROM TIME TO TIME AND CONFIDENTIAL MEMORANDUM OF MILLENNIUM PARTNERS, L.P., AS AMENDED FROM TIME TO TIME A-1 APPENDIX B - AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALPHAKEYS MILLENNIUM FUND, L.L.0 B-1 APPENDIX C - REQUIRED 1933 ACT DISCLOSURE OF ALPHAKEYS MILLENNIUM FUND, L.L.0 C-I CONFIDENTIAL UBSTERRAMAR00003862 EFTA00239194

FOR EXISTING INVESTOR USE ONLY L SUNIMARY OF TERMS The following summary is qualified entirely by the detailed information appearing elsewhere in this Memorandum and by the terms and conditions of the limited liability company agreement of the AlphaKeys Fund (as amended, restated or otherwise modified from time to time, the "AlphaKeys Fund Agreement) attached hereto as Appendix B and the Investor Application, each of which should be read carefully and retained for future reference. Certain information contained in this Memorandum relating to the Underlying Fund Manager and the Underlying Fund has been derived by UBS Financial Services Inc. from materials finished by the Underlying Fund Manager. For a more detailed description of the Underlying Fund Manager and the Underlying Fund, see the Underlying Fund Memorandum. As used in this Memorandum, the following capitalized terms have the following meanings. "AlphaKeys Fund" refers to AlphaKeys Millennium Fund, L.L.C. (f/lc/a UBS Millennium Fund, L.L.C.), a Delaware limited liability company "Underlying Fund" refers to Millennium USA LP, a Delaware limited partnership, and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or indirectly invests all or a portion of its assets (e.g., through a master feeder structure). "Underlying Fund Manager" refers, individually or collectively, as the context may require, to Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers collectively to the Confidential Memorandum of Millennium USA LP and the Confidential Memorandum of Millennium Partners, L.P., and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizational documents of Millennium USA LP, and certain other documents referred to herein related to the Underlying Fund. THE ALPHAKEYS FUND The AlphaKeys Fund is currently offering two classes of interests: Class A Interests and Class B Interests (together with additional classes, sub-classes, series or tranches of interests the AlphaKeys Fund may offer from time to time "Interests"). This Memorandum relates solely to an offering of Class B Interests. In respect of Class B Interests, the AlphaKeys Fund is offering two sub-classes of Interests: Advisory Sub-Class Interests and Brokerage Sub-Class Interests. Advisory Sub-Class Interests will be offered only to Investors who are clients of UBS Financial Services Inc. ("UBSFS") who invested through the UBS Institutional Consulting program or another UBSFS investment advisory program as permitted by the Administrator in its sole discretion (an "Advisors, Program"), pursuant to which UBSFS or its affiliates will receive a fee directly from such Investor (an "Advisory Sub-Class Investor") for the Advisory Sub-Class Interests. Brokerage Sub-Class Interests will be offered to all other clients of UBSFS unless otherwise determined by the Administrator (each, a "Brokerage Sub-Class Investor" and, together with each Advisory Sub-Class Investor, each an "Investor"). -1- CONFIDENTIAL UBSTERRAMAR00003863 EFTA00239195

FOR EXISTING INVESTOR USE ONLY INVESTMENT PROGRAM The AlphaKeys Fund has been organized to invest substantially all of its capital in Millennium USA LP, a Delaware limited partnership (the "Underlying Fund"), which may invest all or a portion of its assets through other investment vehicles (e.g. through a master-feeder structure) as further described in the Underlying Fund Memorandum. The objective of the AlphaKeys Fund is to invest in the Underlying Fund. The Underlying Fund's principal trading objective (through its investment in Millennium Partners, L.P. (the "Underlying Muter Fund")) is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of securities, instruments, and other investment opportunities and engaging in a broad array of trading and investment strategies. There are no substantive limits on the investment strategies that may be pursued by the Underlying Fund. For a detailed description of the Underlying Fund's investment program, see "Millennium USA's Investment Program and Strategy" in Part One of the Underlying Fund Memorandum and the entirety of Part Two of the Underlying Fund Memorandum. The Underlying Fund is a limited partner of, and invests primarily in, the Underlying Muter Fund, a Cayman Islands exempted limited partnership. For ease of reference, the investment strategies, operations and performance of the Underlying Fund and Underlying Muter Fund are together referred to as those of the Underlying Fund. The AlphaKeys Fund from time to time may hold some of its assets in cash (not earning interest), or invested in money market securities, cash equivalents, short-to-medium term federal tax- exempt debt obligations and similar securities of governmental and private issuers, including funds that normally invest primarily in such securities ("Temporary Investments") (i) pending investment in the Underlying Fund or as the Administrator determines is necessary or prudent, in its discretion and/or (ii) pursuant to the retention of appropriate reserves (as determined in the sole discretion of the Administrator) in order to satisfy the AlphaKeys Fund's expenses. Subject to the foregoing, substantially all of the AlphaKeys Fund's assets are expected to be invested in the Underlying Fund. INTERESTS OFFERED The Underlying Fund offers and/or has issued multiple classes, sub-classes or series of interests ("Underlying Fund Interests"). The AlphaKeys Fund offers and/or has issued multiple classes, sub-classes, series or tranches of Interests. This Memorandum relates solely to an offering of Class B Interests, with respect to which the AlphaKeys Fund anticipates investing only in Class HH interests of the Underlying Fund, as described in the Underlying -2- CONFIDENTIAL UBSTERRAMAR00003864 EFTA00239196

FOR EXISTING INVESTOR USE ONLY Fund Memorandum. Class HH interests do not participate in gains and losses from "new issues" (as such term is defined by the Financial Industry Regulatory Authority, Inc. ("FINRA")) and activities that the Underlying Fund Manager determines are related thereto. The AlphaKeys Fund may invest in any other class, sub- class or series of the Underlying Fund if it is permitted to do so in the future by the Underlying Fund, in the Administrator's discretion without prior notice or consent. The Underlying Fund Memorandum should be read carefully by all prospective Investors. Investors in the AlphaKeys Fund will not be investors of the Underlying Fund and will have no direct interest in or rights with respect to or standing or recourse against the Underlying Fund, the Underlying Fund Manager or any affiliate, officer, director, member or partner or other affiliate of any of them. None of the AlphaKeys Fund, UBS Americas, Inc. or any of its affiliates has the right to participate in the control, management or operations of the Underlying Fund, nor has any discretion over the investments of the Underlying Fund. As a result of fees and expenses of the AlphaKeys Fund (including the Administrative Fee, as defined below) and the need to reserve amounts to pay AlphaKeys Fund obligations, the amount of each Investor's indirect investment in the Underlying Fund will be less than what it would have been had such Investor invested directly in the Underlying Fund. There can be no guarantee that the Underlying Fund will successfully employ its investment program or that either of the AlphaKeys Fund or the Underlying Fund achieves its investment objective. Any losses by the AlphaKeys Fund will be borne solely by the Investors and not by the Administrator or its affiliates. APPLICATION FOR INTERESTS Both initial and additional applications for Class B Interests by eligible Investors may be accepted at such times as the AlphaKeys Fund may determine, subject to the receipt of cleared funds on or before the acceptance date set by the AlphaKeys Fund. Capital contributions made prior to any closing, including the initial closing, the timing of which will be determined in the sole discretion of the Administrator (as defined below), may be held in an escrow or similar account pending such closing at the discretion of the Administrator. It is possible such account will not earn interest. After the initial closing, initial applications and additional capital contributions generally will be accepted monthly. The AlphaKeys Fund, in its sole and absolute discretion, reserves the -3- CONFIDENTIAL UBSTERRAMAR00003865 EFTA00239197

FOR EXISTING INVESTOR USE ONLY right to reject, in whole or in part, any application for Class B Interests in the AlphaKeys Fund at any time and to suspend acceptance of subscriptions, which suspension may later be terminated by the Administrator. Generally, the minimum initial investment in the AlphaKeys Fund is $250,000. Investors may make additional capital contributions in amounts not less than $50,000 unless otherwise determined by the Administrator, in its sole discretion. The AlphaKeys Fund, in its sole discretion, may vary the investment minimums from time to time. Contributions to the capital of the AlphaKeys Fund will be payable in cash. Investors must be "accredited investors" as defined in Regulation D promulgated under the 1933 Act (each, an "Accredited Investor") and "qualified purchasers" as defined in Section 2(aX51XA) of the Investment Company Act of 1940, as amended (the "1940 Act") (each, a "Qualified Purchaser") unless otherwise permitted by law. See APPLICATION FOR INTERESTS: "Eligible Investors." LEVERAGE: The AlphaKeys Fund may borrow money for any purpose, but currently contemplates borrowing only for limited purposes such as (i) for temporary or emergency purposes or in connection with withdrawals by an Investor, (ii) to invest in the Underlying Fund pending the receipt of capital contributions from Investors and (iii) to cover any shortfall in the AlphaKeys Fund's ability to perform any payment obligations when due. If the AlphaKeys Fund borrows money, its Net Asset Value (as defined below) may be subject to greater fluctuation until the borrowing is repaid. The Underlying Fund may use leverage in its trading of securities (subject to any restrictions described in the Underlying Fund Memorandum) and may sell securities short. The use of leverage and short sales has attendant risks and can, in certain circumstances, increase the adverse impact to which the Underlying Fund's portfolio (and in turn, that of the AlphaKeys Fund) may be subject. See "The Master Partnership's Investment Program and Description: Leverage and Loans" in the Underlying Fund Memorandum. THE ADMINISTRATOR UBS Fund Advisor, L.L.C. has been appointed by the Investors to provide certain administrative or support services to the AlphaKeys Fund (in such capacity, the "Administrator") pursuant to an administrative services agreement with the AlphaKeys Fund (the "Administrative Services Agreement"). One or more affiliates of the Administrator and the Placement Agent (as defined below) and third parties will be engaged to provide certain services to the AlphaKeys Fund at the expense of the AlphaKeys Fund. The Administrator and/or its affiliates provide certain administrative -4- CONFIDENTIAL UBSTERRAMAR00003866 EFTA00239198

FOR EXISTING INVESTOR USE ONLY and investment advisory services to registered and unregistered investment funds and individual accounts. The Administrator will serve as the "Manage?' of the AlphaKeys Fund (in such capacity, the "Manager") as such term is defined within the meaning of the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to time (the "LLC Act"). The Administrator and/or an affiliate may hold a nominal Interest in, and may therefore be an investor of, the AlphaKeys Fund. The Administrator currently serves (and may in the future serve) as administrator to one or more parallel funds investing in the Underlying Fund or similar funds managed by Millennium or an affiliate thereof (such funds "Other AlphaKeys Millennium Funds"). The Administrator is an indirect, wholly owned subsidiary of UBS Americas, Inc. (the "UBS Americas") which, in turn, is a wholly owned subsidiary of UBS AG (together with its affiliates, "UBS"), a Swiss bank. UBSFS, a wholly owned subsidiary of UBS Americas, is registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the New York Stock Exchange, Inc. and other principal securities exchanges. The offices of the Administrator are located at 1285 Avenue of the Americas, New York, New York 10019, and its telephone number is (800) 486-2608. The Administrator may, directly or indirectly, assign all or any part of its rights and duties under the Administrative Services Agreement to any individual or entity, with the prior approval of the AlphaKeys Fund. In the event of an assignment of the Administrative Services Agreement, the Manager of the AlphaKeys Fund is authorized to grant consent on behalf of the AlphaKeys Fund. The Manager will provide written notice to the Investors in the event that it grants consent to an assignment. Because the Manager and the Administrator are currently the same entity, it is unlikely that the Manager will withhold consent to an assignment proposed by the Administrator. In addition, notwithstanding anything to the contrary, the Manager may resign as Manager of the AlphaKeys Fund and cause the AlphaKeys Fund to admit a different individual or entity as manager in addition to or as a replacement and successor for the current Manager of the AlphaKeys Fund with (i) the prior consent of the AlphaKeys Fund, or (ii) prior notice to the AlphaKeys Fund and, to the extent consistent with applicable law, without the prior consent of the AlphaKeys Fund. The Manager expects (but is not required) to admit an entity not affiliated with the Manager as a successor manager. -5- CONFIDENTIAL UBSTERRAMAR00003867 EFTA00239199

FOR EXISTING INVESTOR USE ONLY The Administrator may be removed as the Manager of the AlphaKeys Fund and/or the Administrative Services Agreement may be terminated upon the vote of at least a majority-in-interest of Investors who are not affiliates of the Administrator ("Unaffiliated Investors") at a meeting of the Investors called for such purpose as further described in the AlphaKeys Fund Agreement. A substitute manager may be appointed upon the vote of at least a majority-in- interest of the Unaffiliated Investors. In certain circumstances, the AlphaKeys Fund Agreement permits the Administrator to reduce an Investor's voting or approval rights. ADMINISTRATIVE FEE In consideration for the services provided by the Administrator, the AlphaKeys Fund will pay the Administrator a fee (the "Administrative Fee") on behalf of each Brokerage Sub-Class Investor equal to (a) 1.0% per annum of the capital account balance of each Brokerage Sub-Class Investor with a Fee Base (as defined below) of less than $3 million and (b) 0.75% per annum of the capital account balance of each Brokerage Sub-Class Investor with a Fee Base of $3 million or more. The Administrative Fee is determined as of the appropriate date and payable monthly in arrears. The "Fee Base" with respect to any Brokerage Sub-Class Investor is the amount equal to the aggregate capital contributions made by such Brokerage Sub-Class Investor (including capital contributions made at the beginning of such fiscal period) less aggregate withdrawals made by, and distributions to, such Brokerage Sub-Class Investor, in each case with respect to the AlphaKeys Fund. The Administrative Fee is not paid to the Administrator in respect of Advisory Sub-Class Investors. If an Investor holding an Advisory Sub-Class Interest terminates its participation in an Advisory Program and, therefore, UBSFS or its affiliates are no longer receiving a fee from such Investor pursuant thereto, then the AlphaKeys Fund may convert such Investor's Advisory Sub-Class Interest into a Brokerage Sub-Class Interest and cause such Investor to bear the Administrative Fee due to the Administrator with respect to the Brokerage Sub-Class Interest accordingly, subject to waiver in the Administrator's discretion. The AlphaKeys Fund does not expect to permit mid-month investments or withdrawals. If the AlphaKeys Fund or the Administrator permits an Investor to make a capital contribution on any day other than the first day of any month, the AlphaKeys Fund may, in the Administrator's sole discretion, be required to pay, in lieu of a full Administrative Fee for such month, a prorated Administrative Fee with respect to such Investor for such month. -6- CONFIDENTIAL UBSTERRAMAR00003868 EFTA00239200

FOR EXISTING INVESTOR USE ONLY If the AlphaKeys Fund or the Administrator permits an Investor to make a withdrawal other than as of the last business day of a month, the Administrative Fee for such month may, in the Administrator's sole discretion, be prorated and paid accordingly, as appropriate. The Administrative Fee will be paid to the Administrator out of the AlphaKeys Fund's assets, and debited against each Investor's capital account by the amount of the Administrative Fee charged to the AlphaKeys Fund with respect to such Investor. The Administrative Fee will be in addition to the Underlying Fund Performance Allocation and other charges or expenses of the Underlying Fund (as described below). The Administrator may, in its sole discretion, waive or reduce the Administrative Fee with respect to any Investor and may otherwise vary the terms of the Administrative Fee as to an Investor. The Administrator may also vary the terms of the Administrative Fee with respect to a particular class, tranche or series (or sub-class, sub-tranche or sub-series) of Interests, in the Administrator's sole discretion. PLACEMENT FEE Brokerage Sub-Class Investors will be charged by UBSFS (in such capacity, the "Placement Agent") a placement fee (a "Placement Fee") of 2% of the Investor's capital contribution (including any additional capital contributions made by an Investor) to the AlphaKeys Fund (subject to waiver by the Placement Agent in limited circumstances). The Placement Fee is in addition to an Investor's capital contribution to the AlphaKeys Fund and will not be included in an Investor's capital account therein. Advisory Sub-Class Investors will not be charged a Placement Fee. Separately, the Administrator and the Placement Agent intend to compensate the Placement Agent's financial advisors, as well as others, for their ongoing servicing of clients with whom they have placed Interests. Such compensation 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 additional terms set forth in the Underlying Fund Memorandum. See "Fees and Expenses Relating to Millennium USA" and "Allocation of Gains and Losses" in Part One of the Underlying Fund Memorandum for further discussion of the Underlying Fund Performance Allocation. UNDERLYING FUND Neither the Underlying Fund nor the Underlying Master Fund pays -7- CONFIDENTIAL UBSTERRAMAR00003869 EFTA00239201

FOR EXISTING INVESTOR USE ONLY EXPENSES OTHER EXPENSES a management fee. As set forth in the Underlying Fund Memorandum, the Underlying Fund and the Underlying Master Fund each bear a range of fees and expenses including, but not limited to, expenses incurred with respect to, or in connection with, the Underlying Master Fund and its affiliates or incurred directly by the Underlying Master Fund (which cover, among other things, the expenses, salaries, fringe benefits, bonuses, fees and performance-based compensation paid or reimbursed to portfolio managers, other employees, consultants, subcontractors, agents and investment advisers engaged directly by the Underlying Master Fund and its affiliates, fees paid to persons or entities who assist in identifying and recruiting portfolio managers, and expenses related to computers, equipment and technology (including, without limitation, information technology hardware and software and third-party software licensing, implementation, data management and recovery services and custom developing costs) and expenses related to maintaining offices, including leases, fixtures and leasehold improvements). See "Fees and Expenses Relating to Millennium USA" in Part One of the Underlying Fund Memorandum and "The Master Partnership's Fees and Expenses" in Part Two of the Underlying Fund Memorandum for further discussion of the Underlying Fund's and Underlying Master Fund's expenses. BNY Mellon Alternative Investment Services (the "Sub- Administrator") performs certain administration, accounting and investor services for the AlphaKeys Fund and other investment funds sponsored or advised by UBSFS or its affiliates. In consideration for these services, the AlphaKeys Fund and certain of these other investment funds will pay the Sub-Administrator an annual fee calculated based upon the aggregate average net assets of the AlphaKeys Fund and certain of these other investment funds, subject to a minimum monthly fee, and will reimburse certain of the Sub-Administrator's expenses. In addition, the Administrator intends to retain a third party technology service provider (and the Administrator, UBSFS or an affiliate may own a non-controlling interest in such service provider) to provide an online portal through which the AlphaKeys Fund investors will receive certain of the reporting and monitoring services. The AlphaKeys Fund will bear all costs, fees and expenses incurred in the operation of the AlphaKeys Fund, other than those specifically required to be borne by the Administrator and other service providers pursuant to their agreements with the AlphaKeys Fund. Expenses ("Expenses") to be borne by the AlphaKeys Fund include, but are not limited to, the following: (i) all costs and expenses related to investment transactions and positions for the -8- CONFIDENTIAL UBSTERRAMAR00003870 EFTA00239202

FOR EXISTING INVESTOR USE ONLY AlphaKeys Fund's account, including, but not limited to, custodial fees, fees and expenses incurred in connection with the AlphaKeys Fund's investment in the Underlying Fund, including due diligence, "road show" and other marketing-related expenses and travel-related expenses, and fees and expenses related to any Temporary Investments made by the AlphaKeys Fund; (ii) all costs and expenses associated with borrowing; (iii) fees payable to the Conflicts Review Committee (as defined herein) and the costs and expenses of holding any meetings of the Conflicts Review Committee or of Investors that are permitted or required to be held under the terms of the AlphaKeys Fund Agreement or applicable law; (iv) all costs and expenses associated with the organization and operation of the AlphaKeys Fund, including offering costs and the costs of compliance with any applicable federal, state and other laws; tax preparation and reporting fees; taxes, including but not limited to, tax payments made on behalf of Investors; (v) fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the AlphaKeys Fund, including in connection with an audit; (vi) the costs of any liability or other insurance obtained on behalf of the AlphaKeys Fund or the Administrator; (vii) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors; (viii) all expenses of valuing the AlphaKeys Fund's Net Asset Value, including any equipment or services obtained for the purpose of valuing the AlphaKeys Fund's investment portfolio, including appraisal and valuation services provided by third-party service providers; (ix) reporting and monitoring costs of an online portal; (x) all charges for equipment or services used for communications between the AlphaKeys Fund and any custodian or other agent engaged by the AlphaKeys Fund; (xi) the Administrative Fee and the fees and expenses of any custodians, third-party service providers (including service providers in which the Administrator, UBSFS, or an affiliate may own a non-controlling interest) and other persons providing administrative or sub-administrative services to the AlphaKeys Fund; (xii) fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding, and any indemnification expenses related thereto; and (xiii) such other types of expenses as may be approved from time to time by the Administrator. The AlphaKeys Fund may pay costs and expenses, including any amounts paid or accrued by the AlphaKeys Fund vis-a-vis its investment in the Underlying Fund, such as withdrawal charges, if any. In addition, such expenses may be assessed against the individual Investor's capital account, in the Administrator's -9- CONFIDENTIAL UBSTERRAMAR00003871 EFTA00239203

FOR EXISTING INVESTOR USE ONLY discretion, as discussed further under "Withdrawals" below. Expenses (other than the Administrative Fee, which will be charged as described above) will be allocated pro rata among the Investors, unless otherwise determined by the Administrator. The AlphaKeys Fund will reimburse the Administrator for any of the above expenses that it may pay on behalf of the AlphaKeys Fund. The AlphaKeys Fund will bear its organizational and offering expenses, which may be amortized over a five year period. Such amortization over a five year period may be a divergence from U.S. Generally Accepted Accounting Principles ("GAAP"). Although amortization over a five year period is not deemed in accordance with GAAP, the Net Asset Value attributable to each Investor's capital account (as reported in the Investor's capital account statements) may still be calculated by amortizing organizational and offering costs over such five year period and may therefore differ from the Net Asset Value in the financial statements determined in accordance with GAAP. The Administrator may determine to bear, waive or delay certain expenses (including organizational expenses of the AlphaKeys Fund) in its sole discretion, under such terms and in such manner as the Administrator chooses. In addition to the foregoing costs and expenses, Investors will bear the cost of the AlphaKeys Fund's pro rata share of the Underlying Fund Performance Allocation and the Underlying Fund's and Underlying Master Fund's fees and expenses allocable to the AlphaKeys Fund in the Underlying Fund, each as described above. Among other things, under the Underlying Fund Documents, the Underlying Fund (and indirectly the AlphaKeys Fund, like all other investors in the Underlying Fund) has agreed to indemnify the Underlying Fund Manager and its affiliates (and each of its respective interest holders, directors, officers, employees, agents and each person who controls any of the foregoing and their executors, heirs, assigns, successors and other legal representatives). Any costs or liabilities associated with such indemnification will be borne in part by the Underlying Fund. See "Fees and Expenses Relating to Millennium USA" in Part One of The Underlying Fund Memorandum and "The Master Partnership's Fees and Expenses" in Part Two of the Underlying Fund Memorandum for further discussion of the Underlying Fund's and Underlying Master Fund's expenses. Appropriate reserves may be created, accrued and charged against net assets for contingent liabilities known to the Administrator. Reserves will be in such amounts, subject to increase or reduction, -10- CONFIDENTIAL UBSTERRAMAR00003872 EFTA00239204

FOR EXISTING INVESTOR USE ONLY and as of such date as the Administrator may deem necessary or appropriate. TERMS OF UNDERLYING FUND TERM WITHDRAWALS The terms of the Underlying Fund, including the terms described herein, are subject to change. In the event of any such change to the terms of the Underlying Fund, as an investor in the Underlying Fund, the AlphaKeys Fund will be subject to such changed terms. The AlphaKeys Fund's term is perpetual unless it is otherwise wound up under the terms of the AlphaKeys Fund Agreement. The AlphaKeys Fund will be voluntarily dissolved: (i) at the election of the Administrator, or (ii) as required by operation of law. Upon the occurrence of any event of dissolution, the Administrator, acting directly, or a liquidator under appointment by the Administrator, is charged with winding up the affairs of the AlphaKeys Fund and liquidating its assets. Net profits or net loss during the fiscal period including the period of liquidation will be allocated as described in the section titled SUMMARY OF TERMS: "Allocation of Profit and Loss." Upon the dissolution of the AlphaKeys Fund, its assets are to be distributed (1) first to satisfy the debts, liabilities and obligations of the AlphaKeys Fund, other than debts to Investors, including actual or anticipated liquidation expenses, (2) next to satisfy debts owing to the Investors and (3) finally to the Investors proportionately in accordance with the balances in their respective capital accounts. Assets may be distributed in kind if the Administrator or liquidator determines that such a distribution would be in the interests of the Investors in facilitating an orderly liquidation. An Investor shall be permitted to make a withdrawal of Class B Interests as of the close of business on March 31, June 30, September 30 and December 31 of each year (each such day, a "Withdrawal Date"). In the event that withdrawal requests are received for any Withdrawal Date aggregating to more than five percent (5%) of the aggregate Net Asset Value of the AlphaKeys Fund as of such Withdrawal Date, the Administrator may, in its sole discretion, (i) satisfy all such withdrawal requests or (ii) reduce all such withdrawal requests, pro rata based on the requested withdrawal amount of each Investor, so that only 5% (or a higher percentage, in the sole discretion of the Administrator) of the aggregate Net Asset Value of the AlphaKeys Fund as of such Withdrawal Date is withdrawn as of such date (the "Class B Gate"). To the extent a request for withdrawal of Class B Interests is not fully satisfied due to the Class B Gate, the applicable Investor will be deemed CONFIDENTIAL LiBSTERRAMAR00003873 EFTA00239205

FOR EXISTING INVESTOR USE ONLY automatically to have resubmitted a withdrawal request for the remaining portion of such unsatisfied request as of the next Withdrawal Date and, if the Class B Gate applies as of such next Withdrawal Date, such withdrawal request may be subject to reduction in the same manner as new withdrawal requests pursuant to the Class B Gate. For the avoidance of doubt, both new withdrawal requests for a Withdrawal Date and withdrawal requests deemed resubmitted for such Withdrawal Date will be reduced pro rata by the Class B Gate, if applicable, as of such date. Subject to the terms of withdrawal payments by the Underlying Fund, a withdrawing Investor subject to the Class B Gate(s) will generally receive payment as of each subsequent Withdrawal Date until the Investor's entire withdrawal request is satisfied. Capital not withdrawn from the AlphaKeys Fund by virtue of the foregoing restrictions shall remain at risk of (and will be subject to the profits and losses resulting from) the AlphaKeys Fund's business until the effective date of the withdrawal. In addition, to the extent the AlphaKeys Fund is restricted from making withdrawals from the Underlying Fund due to a gating or other restriction imposed by the Underlying Fund, the Administrator may, in its sole and absolute discretion, reduce the withdrawals requested by Investors pro rata according to the method described above. An Investor wishing to withdraw capital or withdraw from the AlphaKeys Fund must provide written notice to the Administrator at least one hundred and five (105) days prior to a Withdrawal Date, (unless the Administrator agrees to accept shorter notice), or upon such other notice period, which may be longer, as may be notified to the Investors, in the Manager's sole discretion. In the case of withdrawals of 95% or more of the balance of an Investor's capital account, an amount equal to 95% of the estimated withdrawal proceeds is generally expected to be payable to such Investor within sixty (60) days after the applicable Withdrawal Date, and the balance will be paid, subject to audit adjustment and with interest, within 30 days after the AlphaKeys Fund issues its audited financial statements for the year in which such Withdrawal Date occurred. In the case of withdrawals of less than 95% of the balance of an Investor's capital account, an amount equal to 100% of the estimated withdrawal proceeds is generally expected to be payable to such Investor within sixty (60) days after the applicable Withdrawal Date. -12- CONFIDENTIAL UBSTERRAMAR00003874 EFTA00239206

FOR EXISTING INVESTOR USE ONLY Notwithstanding the foregoing, amounts held back may be larger and/or paid out later than described above, as the ability of the AlphaKeys Fund to honor withdrawal requests may be dependent upon the AlphaKeys Fund's receipt of funds from the Underlying Fund and its ability to make withdrawals from the Underlying 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 holdback, in its discretion. Each withdrawal will be subject to a minimum withdrawal amount of U.S. $50,000 and no partial withdrawals will be permitted if the balance of the Investor's capital account with respect to its remaining Interests would be less than U.S. $250,000, provided that such requirements may be waived with respect to any Investor by the Administrator in its sole discretion. The amount due to any Investor whose Class B Interest or portion thereof is withdrawn will be equal to the value of the Investor's capital account or portion thereof based on the estimated Net Asset Value of the AlphaKeys Fund's assets as of the applicable Withdrawal Date, after giving effect to all allocations and charges to be made to the Investor's capital account (including the Administrative Fee) as of such date. The Administrator may establish reserves and holdbacks for estimated, projected or accrued expenses (including the Administrative Fee), liabilities and contingencies (even if such reserves or holdbacks are not otherwise required by generally accepted accounting principles) which could reduce the amount of a distribution upon withdrawal. In addition, in the sole discretion of the Administrator, any withdrawal by an Investor may be subject to a charge, as the Administrator may reasonably require, in order to defray the costs and expenses of the AlphaKeys Fund in connection with such withdrawal, including but not limited to any amounts paid or accrued by the AlphaKeys Fund vis-à-vis its investment in the Underlying Fund, withdrawal or similar charges imposed by the Underlying Fund. The AlphaKeys Fund may, at times, receive withdrawal proceeds in amounts that exceed the eligible withdrawal requests with respect to the AlphaKeys Fund. The Administrator will generally reinvest any such excess in the Underlying Fund as of the next available capital contribution date. However, as a result of such over-withdrawal, the AlphaKeys Fund may bear a greater amount of Underlying Fund Incentive Allocation and/or other fees and expenses than it would bear in the absence of such overwithdrawal. -13- CONFIDENTIAL UBSTERRAMAR00003875 EFTA00239207

FOR EXISTING INVESTOR USE ONLY To the extent permitted by applicable law, the Administrator may require any Investor to withdraw its Class B Interests (in whole or in part) for any or no reason. For example, the AlphaKeys Fund may terminate the Class B Interest of any Investor who is a UBS employee if the continued participation of such Investor is determined by the Administrator to subject any of the AlphaKeys Fund, the Administrator, or their respective affiliates to any adverse consequence under any laws, rules or regulations applicable to any of the AlphaKeys Fund, the Administrator, or their respective affiliates. Distributions in respect of any such required withdrawals may be made in the manner and in amounts described above for voluntary withdrawals by Investors. Please see "Withdrawal Rights" in the Underlying Fund Memorandum for a more detailed description of the withdrawal terms, including additional restrictions, applicable to the AlphaKeys Fund's investment in the Underlying Fund. LIMITATIONS ON WITHDRAWALS Notwithstanding anything herein to the contrary, and in accordance with the AlphaKeys Fund Agreement, the Administrator may suspend or delay the right of any Investor to withdraw all or a portion of its capital account or to receive a distribution from the AlphaKeys Fund if (i) the Administrator reasonably believes it necessary, prudent or appropriate in connection with the operation of the AlphaKeys Fund or (ii) the AlphaKeys Fund has not received sufficient funds from the Underlying Fund or if the AlphaKeys Fund's ability to make withdrawals from the Underlying Fund is suspended, delayed, modified or denied. See "Certain Risk Factors Relating to Millennium USA — Limit on Withdrawals" in Part One of the Underlying Fund Memorandum for a discussion of when the AlphaKeys Fund's ability to make withdrawals from the Underlying Fund may be suspended, delayed, modified or denied. Furthermore, unlike other interests in the Underlying Fund (including the interests in which Class A Interests are invested), the Underlying Fund's interests in which the Class B Interests are invested have no special withdrawal rights in the event of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal from the general partner of the Underlying Master Fund of Israel A. Englander (a "Trigger Event"). The Administrator specifically reserves the right to prohibit an Investor from withdrawing all or a portion of its capital account or from receiving a distribution from the AlphaKeys Fund if such withdrawal or distribution would cause the assets of the AlphaKeys Fund to be considered "plan assets" under -14- CONFIDENTIAL UBSTERRAMAR00003876 EFTA00239208

FOR EXISTING INVESTOR USE ONLY Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any rules and regulations thereunder, and the plan assets regulation set forth by the U.S. Department of Labor in the U.S. Code of Federal Regulations at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA (collectively, the "Plan Assets Rules"). Further, Investors should be aware that the withdrawal process could involve substantial complications and delays, as the ability of the AlphaKeys Fund to honor withdrawal requests may be dependent upon the AlphaKeys Fund's ability to make withdrawals from the Underlying Fund, which may be delayed or suspended altogether. Accordingly, the Administrator may determine that withdrawals should be delayed or suspended. The Administrator may so delay or suspend redemptions from the AlphaKeys Fund at a time when no such delay or suspension is in effect with respect to one or more Other AlphaKeys Millennium Funds. Notwithstanding anything to the contrary contained herein, once the AlphaKeys Fund has commenced liquidation, all withdrawal rights and requests may be canceled or altered in the Administrator's sole discretion. Withdrawals may be funded with cash or securities. Although the Administrator generally expects distributions in connection with withdrawals to be made in cash, any such distributions may be in cash, in-kind, or partly in cash and partly in-kind, in the Administrator's sole discretion. Please see "Limitation on Withdrawals" in the Underlying Fund Memorandum for a more detailed description of the withdrawal terms, including additional restrictions, applicable to the AlphaKeys Fund's investment in the Underlying Fund. OTHER INTERESTS Interests of classes of the AlphaKeys Fund, including Class A Interests, and interests of classes of Other AlphaKeys Millennium Funds (collectively, "Other Interests") generally are significantly more liquid than the Class B Interests. Such Other Interests with more favorable liquidity terms may be offered to clients of UBSFS from time to time, simultaneously with or at different times than the Class B Interests, to the extent such Other Interests become available. Generally, the availability of the Other Interests is limited and may depend upon withdrawals of such Other Interests from the AlphaKeys Fund or from the Other AlphaKeys Millennium Funds. As a result, there is no guarantee that any Other Interests would be available to any Investor, and the Investor is likely to only have access to the Class B Interests, which provide liquidity terms that are significantly less favorable than those applicable to the Other Interests. See CERTAIN RISK FACTORS -15- CONFIDENTIAL UBSTERRAMAR00003877 EFTA00239209

FOR EXISTING INVESTOR USE ONLY — Other Interest; Limited Liquidity below. CAPITAL ACCOUNTS The AlphaKeys Fund will maintain a separate capital account for each Investor, which will have an opening balance equal to such Investor's initial contribution to the capital of the AlphaKeys Fund. Each Investor's capital account will be increased by the sum of the amount of cash constituting additional contributions by such Investor to the capital of the AlphaKeys Fund, plus any amounts credited to such Investor's capital account as described below. Similarly, each Investor's capital account will be reduced by the sum of the amount of any withdrawal from the AlphaKeys Fund of the Class B Interest or portion of the Class B Interest of such Investor, plus the amount of any distributions to such Investor, plus any amounts debited against such Investor's capital account as described below. Capital accounts of Investors are adjusted as of the close of business on the last day of each fiscal period. The AlphaKeys Fund may, in the Administrator's sole discretion, establish a separate capital account with respect to an additional contribution by an Investor and Investors may hold multiple Interests. ALLOCATION OF PROFIT Net profits or net losses of the AlphaKeys Fund for each fiscal AND Loss period will be allocated among and credited to or debited against the capital accounts of all Investors as of the last day of each fiscal period in accordance with the balance of each such capital account for such fiscal period (provided that allocations may be adjusted to give effect to additional classes, sub-classes, series or tranches of interests created by the AlphaKeys Fund). Net profits or net losses will be measured as the net change in the Net Asset Value of the AlphaKeys Fund, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses during a fiscal period, before giving effect to the Administrative Fee (and certain other items) and any withdrawals by Investors. In the event the Administrator determines that, based upon tax or regulatory reasons, or any other reasons, an Investor should not participate, in whole or in part, in allocations of net profit and net loss to one or more of its capital accounts attributable to trading or investing in any security, type of security or any other transaction, the Administrator may allocate such profit and/or loss to the capital accounts of such Investor or other Investors not subject to such limitations. The Administrator may also choose, based upon the reasons above, to allocate interest earned on any security, type of security or any other transaction to a memorandum account separate from such Investor's capital account(s). -16- CONFIDENTIAL UBSTERRAMAR00003878 EFTA00239210

FOR EXISTING INVESTOR USE ONLY To the greatest extent possible, allocations for federal income tax purposes generally will be made among the Investors so as to reflect equitably amounts credited or debited to each Investor's capital account. The AlphaKeys Fund may specially allocate items of taxable income and gain or loss and deduction to a withdrawing Investor. This special allocation to or from a withdrawing Investor could result in Investors (including the withdrawing Investor) receiving more or less items of income, gain, deduction or loss (and/or income, gains, deductions or losses of a different character) than they would receive in the absence of such allocations. VALUATION The AlphaKeys Fund and/or each class, sub-class, tranche or series of Interests issued by the AlphaKeys Fund will have a Net Asset Value determined at such times as the Administrator may determine. The Net Asset Value will be equal to the sum of the value of all the gross assets of the AlphaKeys Fund and/or each class, sub-class, tranche or series minus all gross liabilities of the AlphaKeys Fund and/or such class, sub-class, tranche or series, including (after accrual thereof) any expenses. The term "Net Asset Value" in respect of the AlphaKeys Fund or the Underlying Fund (or any class, tranche or series (or sub-class or sub-series) thereof) shall mean the then-current Net Asset Value of such AlphaKeys Fund or Underlying Fund (or such class, tranche or series (or sub- class or sub-series) thereof). The assets of the AlphaKeys Fund will be valued in accordance with GAAP or another methodology determined appropriate by the Administrator in its sole discretion. Based on current GAAP requirements, the Administrator expects to rely on valuation information provided by the Underlying Fund (which will be unaudited, except for information as of the date of the Underlying Fund's annual audit), which if inaccurate or incomplete could adversely affect the Administrator's ability to determine the Net Asset Value and, accordingly, value the Class B Interests accurately. In certain circumstances, the Administrator may be required by GAAP to make adjustments to the valuation information provided by the Underlying Fund. Absent bad faith or manifest error, valuation determinations made by the Administrator will be conclusive and binding. Except as otherwise determined by the Administrator, the AlphaKeys Fund's net profits and net losses will be determined in accordance with GAAP applied consistently and will include net realized and unrealized profits or losses on the AlphaKeys Fund's investments. LIABILITY OF InivEsToRs Investors in the AlphaKeys Fund will be members of a limited -17- CONFIDENTIAL UBSTERRAMAR00003879 EFTA00239211

FOR EXISTING INVESTOR USE ONLY liability company as provided under Delaware law. Under Delaware law and the AlphaKeys Fund Agreement, an Investor will not be liable for the debts, obligations or liabilities of the AlphaKeys Fund solely by reason of being an Investor, except that the Investor may be obligated to (i) make capital contributions to the AlphaKeys Fund pursuant to the AlphaKeys Fund Agreement and applicable law, including to repay any funds wrongfully distributed to the Investor, (ii) repay amounts paid to such Investor in connection with a withdrawal as a result of a determination by the Administrator that the amount paid to such Investor was materially incorrect, (iii) repay withholding or other taxes applicable with respect to such Investor paid by the AlphaKeys Fund, or (iv) repay liabilities of the AlphaKeys Fund incurred during a prior period in which such Investor was an Investor in the AlphaKeys Fund (including any such liabilities of the AlphaKeys Fund to the Underlying Fund). The Administrator will not be personally liable to any Investor for the repayment of any balance in such Investor's capital account or for capital contributions by such Investor to the capital of the AlphaKeys Fund or by reason of any change in the federal or state income tax laws applicable to the AlphaKeys Fund or its Investors. EXCULPATION AND INDEMNIFICATION The AlphaKeys Fund Agreement provides that the Manager will not be liable to the AlphaKeys Fund for any acts or omissions by the Manager, and any member, director, officer or employee of the Manager, or any of its affiliates, for any error of judgment, mistake of law or any act or omission in connection with the performance of its duties under the AlphaKeys Fund Agreement, unless it shall be determined by final judicial decision on the merits, from which there is no further right to appeal, that such error, mistake or act or omission constitutes willful misfeasance, bad faith or gross negligence in connection with the conduct of the Manager's duties under the AlphaKeys Fund Agreement; provided, that under no circumstance will the Manager be liable for any indirect or consequential damages. The AlphaKeys Fund (and not any Indemnified Person), will (i) be responsible for any losses resulting from "trading" errors and similar human errors, absent willful misfeasance, bad faith or gross negligence in the performance of the obligations and duties of any Indemnified Person, or (ii) receive the gain from such errors, as the case may be. The AlphaKeys Fund will indemnify the Manager, and any member, director, officer or employee of the Manager, and any of their affiliates (each, an "Indemnified Person") for, and hold each Indemnified Person harmless against, any loss, liability or expense, including, without limit, reasonable counsel fees, incurred on the -18- CONFIDENTIAL UBSTERRAMAR00003880 EFTA00239212

FOR EXISTING INVESTOR USE ONLY part of an Indemnified Person arising out of or in connection with the Manager's acceptance of, or the performance of its duties and obligations under, the AlphaKeys Fund Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to the AlphaKeys Fund Agreement, absent willful misfeasance, bad faith or gross negligence of its obligations to the AlphaKeys Fund; provided, however, that nothing contained in the AlphaKeys Fund Agreement shall constitute a waiver or limitation of any rights which the AlphaKeys Fund may have under applicable securities or other laws. Expenses incurred by an Indemnified Person in defense or settlement of any claim that may be subject to a right of indemnification hereunder will be advanced by the AlphaKeys Fund to such Indemnified Person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if a court of competent jurisdiction determines in a non-appealable judgment that the Indemnified Person was not entitled to be indemnified hereunder. Any and all judgments against the AlphaKeys Fund or the Manager in respect of which the Manager is entitled to indemnification shall be satisfied from the AlphaKeys Fund assets, including capital contributions. If the Manager determines that it is appropriate or necessary to do so, the Manager may cause the AlphaKeys Fund to establish reasonable reserves, escrow accounts or similar accounts to fund its obligations. The Administrative Services Agreement and the Investor Application provide that the Administrator and its affiliates will receive certain exculpation and indemnification rights that are substantially similar to those afforded to the Manager pursuant to the terms of the AlphaKeys Fund Agreement. In addition, the AlphaKeys Fund indemnifies (i) the Placement Agent under certain circumstances, as set forth in the placement agreement between the AlphaKeys Fund and the Placement Agent (the "Placement Agreement"); and (ii) the Sub-Administrator under certain circumstances, as set forth in the administration agreement between the AlphaKeys Fund and the Sub-Administrator. AMENDMENT OF THE The AlphaKeys Fund Agreement may be amended with the ALPHAKEYS FuND approval of (i) the Administrator in its capacity as Manager and AGREEMENT (ii) a majority-in-interest of the Investors. An Investor will be deemed to consent to a proposed amendment if the Investor has received notice of such amendment and did not object thereto within a reasonable, and specifically disclosed, time period that is consistent with applicable law. Amendments increasing the -19- CONFIDENTIAL UBSTERRAMAR00003881 EFTA00239213

FOR EXISTING INVESTOR USE ONLY obligation of any Investor to make capital contributions to the AlphaKeys Fund or reducing any Investor's capital account (in each case other than as permitted in the AlphaKeys Fund Agreement) may not be made without the consent of any Investors adversely affected thereby or unless any such Investor has received notice of such amendment and, in the case of an Investor objecting to such amendment, a reasonable opportunity to withdraw its Class B Interests. Amendments that (i) increase Investor rights, including with respect to voting, or (ii) otherwise would not adversely affect Investors, will not require Investor consent. The terms of the Underlying Fund, including the terms described herein, are subject to change. In the event of any change to the terms of the Underlying Fund, as an investor in the Underlying Fund, the AlphaKeys Fund will be subject to such changed terms and will change its terms accordingly. TRANSFER REgrfficrioNs No person may become a substitute Investor without the written consent of the Administrator, which consent may be withheld for any reason in its sole and absolute discretion and is expected to be granted, if at all, only under extenuating circumstances, in connection with a transfer to an entity that does not result in a change of beneficial ownership. The Administrator may require such documentation as it shall determine in its sole discretion. SUMMARY OF TAXATION The AlphaKeys Fund intends to be treated as a partnership for federal income tax purposes and not as an association or a publicly traded partnership taxable as a corporation. Subject to certain exceptions discussed in "TAX ASPECTS" below, as a partnership, the AlphaKeys Fund generally should not be subject to federal income tax, and each Investor will be required to report on its own annual tax return its distributive share of the AlphaKeys Fund's taxable income or loss (which, assuming the Underlying Fund and the Underlying Master Fund are each properly treated as a partnership for federal income tax purposes and not as an association or a publicly traded partnership taxable as a corporation, will consist almost entirely of the AlphaKeys Fund's share of the taxable income or loss of the Underlying Fund, which, in turn, will consist primarily of the Underlying Fund's share of the taxable income or loss of the Underlying Master Fund). Each Investor must report its share of the AlphaKeys Fund's taxable income or loss, regardless of the extent to which, or whether, the AlphaKeys Fund or such Investor receives corresponding distributions for such taxable year, and such Investor, thus, may incur income tax liabilities in excess of any distributions to or from the AlphaKeys Fund. -20- CONFIDENTIAL UBSTERRAMAR00003882 EFTA00239214

FOR EXISTING INVESTOR USE ONLY An investment in the AlphaKeys Fund may have the effect of requiring the Investor to file income or other tax returns in jurisdictions in which the AlphaKeys Fund, the Underlying Fund or the Underlying Master Fund conducts investment activities. In order for the AlphaKeys Fund to complete its tax reporting requirements, the AlphaKeys Fund must, among other things, receive timely information from the Underlying Fund. If the AlphaKeys Fund incurs a withholding tax or other tax obligation with respect to the share of AlphaKeys Fund income allocable to any Investor in the Administrator's sole discretion, the amount of such obligation shall be debited against the Capital Account of such Investor, and any amounts then or thereafter distributable to such Investor may be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Investor shall be required to pay to the AlphaKeys Fund, upon demand, the amount of such excess. Investors should note that the AlphaKeys Fund is not generally obligated, and does not intend, to make distributions. Further, the AlphaKeys Fund is not required, and does not intend, to make distributions to an Investor to cover U.S. federal and state income taxes or other tax liabilities of such Investor with respect to its allocable share of AlphaKeys Fund income and gain. Accordingly, a non-withdrawing Investor will be required to use cash from other sources in order to pay tax on its taxable income that is attributable to its Class B Interests in the AlphaKeys Fund. See "TAX ASPECTS." TAX-EXEMPT ENTITIES The AlphaKeys Fund may borrow for any purpose and it is expected that the Underlying Fund or Underlying Master Fund will use leverage in connection with its trading activities. However, the AlphaKeys Fund only intends to borrow in limited circumstances, if any. The Underlying Fund Memorandum provides that a portion of the Underlying Fund's income may be treated as "unrelated business taxable income" ("UBTI"), and therefore the AlphaKeys Fund may generate UBTI as well (which will be significant if the Underlying Fund generates significant UBTI, as it has in previous years). Therefore, a tax-exempt Investor may incur income tax liability with respect to its share of the net profits from such leveraged transactions and other transactions to the extent they are treated as giving rise to UBTI. Tax-exempt investors (including individual retirement accounts ("IRAs"), to the extent investments through IRAs are accepted) may be required to make payments, including estimated payments, and file an income tax return for any taxable year in which they have UBTI. To file an income tax return, it may be necessary for the IRA or other tax-exempt -21- CONFIDENTIAL UBSTERRAMAR00003883 EFTA00239215

FOR EXISTING INVESTOR USE ONLY investor to obtain an Employer Identification Number. The AlphaKeys Fund will not accept subscriptions from charitable remainder trusts. See TAX ASPECTS. Investment in the AlphaKeys Fund by tax-exempt entities requires special consideration. Trustees or administrators of such entities are urged to review carefully the matters discussed in this Memorandum. ERISA CONSIDERATIONS The Administrator will use reasonable efforts to prevent the assets of the AlphaKeys Fund from being considered "plan assets" within the meaning of the Plan Assets Rules by limiting investment in each class of Interests of the AlphaKeys Fund by "Benefit Plan Investors" (as defined in the Plan Assets Rules and described in CERTAIN ERISA AND OTHER CONSIDERATIONS below) to a level that would not be considered "significant" (as defined in the Plan Assets Rules). Investors and persons making the decision to invest in the AlphaKeys Fund on their behalf will be required to identify an Investor's Benefit Plan status. See CERTAIN ERISA AND OTHER CONSIDERATIONS below. If at any time the Administrator determines that equity participation in any class of equity interests in the AlphaKeys Fund by Benefit Plan Investors would be considered "significant" (as defined in the Plan Assets Rules), the Administrator will be permitted to cause one or more Benefit Plan Investors to withdraw or reduce their Interests in the AlphaKeys Fund (including on a non-pro rata basis) to the extent necessary so that equity participation in such class of the AlphaKeys Fund by Benefit Plan Investors would not be considered "significant" (as defined in the Plan Assets Rules). See "CERTAIN ERISA AND OTHER CONSIDERATIONS below. Each prospective Investor subject to ERISA and/or Section 4975 of the United States Internal Revenue Code of 1986, as amended (the "Code") (or any other similar laws) is urged to consult its own legal and financial advisers as to the provisions of ERISA and Section 4975 of the Code (or such similar laws) applicable to an investment in the AlphaKeys Fund. REPORTS TO INVESTORS The AlphaKeys Fund will furnish to Investors as soon as practicable after the end of each taxable year such information as is necessary for Investors to complete federal and state income tax or information returns, along with any other tax information required by law. For the AlphaKeys Fund to complete its tax reporting requirements, it must receive information on a timely basis from the Underlying Fund. -22- CONFIDENTIAL UBSTERRAMAR00003884 EFTA00239216

FOR EXISTING INVESTOR USE ONLY It is expected that the AlphaKeys Fund's Schedule K-1s will most likely not be available prior to April 15 (and may be available significantly later than April 15) and, accordingly, Investors would need to obtain extensions for the filing of their individual tax returns at the federal, state and local level. The AlphaKeys Fund also intends to deliver to the Investors audited annual financial reports of the AlphaKeys Fund as soon as practicable after the conclusion of the AlphaKeys Fund's fiscal year; however, the AlphaKeys Fund may deliver unaudited annual financial reports in its sole discretion. If the AlphaKeys Fund does deliver audited reports, such annual audit can be completed only once the AlphaKeys Fund receives audited financial statements for the same fiscal year from the Underlying Fund. Consequently, it is possible that audited annual financial reports of the AlphaKeys Fund may be completed later than would otherwise be the case (up to 180 days after the fiscal year end or any other period permitted by law). Furthermore, if the Underlying Fund is unable to complete its audit (or if the Underlying Fund issues a qualified audit report), the AlphaKeys Fund will be unable to complete its own audit (or the AlphaKeys Fund will have to issue a qualified audit report). In addition, Investors may receive quarterly and other unaudited periodic reports regarding the AlphaKeys Fund's operations. To the extent that such reports reflect valuations of investments made by the Underlying Fund, such valuations will be based on information provided by the Underlying Fund, in its sole discretion. Such valuations are subjective in nature and may not conform to any particular valuation standard. Audited financial reports, as well as other financial reports of the AlphaKeys Fund, will be prepared in accordance with GAAP or another methodology determined appropriate by the Administrator, in its sole discretion. It is possible that the reporting method used to prepare annual reports may differ from the method used with respect to preparation of quarterly reports. The AlphaKeys Fund will adopt the accrual method for tax accounting purposes or any other accounting method permitted by the Code which the Administrator determines in its sole discretion is in the best interests of the AlphaKeys Fund. -23- CONFIDENTIAL UBSTERRAMAR00003885 EFTA00239217

FOR EXISTING INVESTOR USE ONLY RISK FACTORS AND CONFLICTS OF INTEREST An investment in the AlphaKeys Fund (and its investment in the Underlying Fund) is speculative and involves significant risks and potential conflicts of interest, certain of which are described in more detail in CERTAIN RISK FACTORS below and "Certain Risk Factors Relating to Millennium USA" and "Certain Risk Factors Relating to an Investment in the Master Partnership" in the Underlying Fund Memorandum. An investment in the AlphaKeys Fund entails special tax risks. See SUMMARY OF TERMS: "Summary of Taxation." The Underlying Fund is not registered as an investment company under the 1940 Act and, therefore, the AlphaKeys Fund is not able to avail itself of the protections of the 1940 Act with respect to the Underlying Fund. The investment activities of the Administrator, the Underlying Fund Manager and the portfolio managers it retains, and their respective affiliates, for their own accounts and the other accounts they manage, may give rise to conflicts of interest that may disadvantage the AlphaKeys Fund. The AlphaKeys Fund's operations may give rise to other conflicts of interest. See POTENTIAL CONFLICTS OF INTEREST and "Related-Party Transactions and Other Accounts; Conflicts" in Part Two of the Underlying Fund Memorandum. UBSFS acts as the principal placement agent for the AlphaKeys Fund (in such capacity, the Placement Agent) and will bear its own costs associated with its activities as Placement Agent. The Administrator and the Placement Agent intend to compensate the Placement Agent's or its affiliates' financial advisors, as well as third-party securities dealers and other industry professionals, for their ongoing servicing of clients with whom they have placed Interests in the AlphaKeys Fund and such compensation will be based upon a formula that takes into account the amount of client assets being serviced as well as the investment results attributable to the clients' assets in the AlphaKeys Fund. -24- CONFIDENTIAL UBSTERRAMAR00003886 EFTA00239218

FOR EXISTING INVESTOR USE ONLY II. CERTAIN RISK FACTORS Prospective Investors should carefully consider the risks involved in an investment in the AlphaKeys Fund and in the Underlying Fund, including, but not limited to, those discussed below. Prospective Investors should consult their own legal, tax and financial advisors as to all of these risks and an investment in the AlphaKeys Fund generally. Prospective Investors should refer to "Certain Risk Factors Relating to Millennium USA" and "Certain Risk Factors Relating to an Investment in the Master Partnership" in the Underlying Fund Memorandum for more detailed risks related to the AlphaKeys Fund's investment in the Underlying Fund. Risks Associated With the Structure of the AlphaKeys Fund Risk of a Single Investment. The investment performance of the AlphaKeys Fund will depend almost entirely on the performance of the Underlying Fund, over which neither the AlphaKeys Fund nor the Administrator will have any control. The AlphaKeys Fund will not hedge the risks of any of the Underlying Fund's investments and the Administrator does not intend to take any defensive actions in the event of declining performance or asset losses at the Underlying Fund. As a result, the AlphaKeys Fund's investment performance could be materially worse than would be the case if the AlphaKeys Fund could diversify investments among asset classes or hedge investment risks, or if the Underlying Fund itself were diversified among asset classes. Layering of Fees and Expenses. Pursuant to the Administrative Services Agreement, each Investor shall pay to the Administrator a monthly Administrative Fee as set forth above in SUMMARY OF TERMS: "Fees and Expenses." The Administrative Fee is in addition to and separate from the Underlying Fund Performance Allocation, other fees and expenses of the Underlying Fund borne by the AlphaKeys Fund due to its status as a limited partner of the Underlying Fund, and the retention of appropriate reserves therefor as determined in the sole discretion of the Administrator, and in addition to the fees and expenses paid to other third parties engaged on behalf of the AlphaKeys Fund. Therefore, Investors of the AlphaKeys Fund bear two levels of fees, and investments by Investors in the AlphaKeys Fund are not investments in the Underlying Fund on a dollar-for-dollar basis. The returns for an investor in the Underlying Fund will depend on the timing and actual amount invested in the Underlying Fund and the performance thereof, as well as the timing and amount of capital contributed to the Underlying Fund and held in Temporary Investments and the performance thereof. Investors meeting minimum investment criteria set forth in the Underlying Fund Memorandum may invest directly in the Underlying Fund without incurring fees and expenses of the AlphaKeys Fund; however, direct interests in the Underlying Fund are not offered pursuant to this Memorandum or by UBS. Different Classes of Interests may Yield Higher Levels of Compensation. The Administrator and/or its affiliates may receive higher levels of compensation in connection with investments by Investors in the Advisory Sub-Class Interests, on the one hand, and Investors in the Brokerage Sub-Class Interests, on the other hand. For example, the Administrator and/or its affiliates may receive greater compensation from the Underlying Fund in connection with Investors' indirect investments in the Underlying Fund, and/or directly from the Investor, depending upon whether an Investor is purchasing Advisory Sub-Class Interests or Brokerage Sub-Class Interests. Accordingly, UBSFS and/or its affiliates may have a greater incentive to recommend an -25- CONFIDENTIAL UBSTERRAMAR00003887 EFTA00239219

FOR EXISTING INVESTOR USE ONLY investment in the AlphaKeys Fund to an Investor who will invest in a class of Interests that will yield a relatively higher level of compensation. In addition, as clients of UBSFS, Investors who invest in the Advisory Sub-Class Interests have an arrangement with UBSFS to directly compensate UBSFS for UBSFS's advisory services (and may also pay account servicing fees to UBSFS). Depending upon each such Investor's assets under management, among other factors, certain of these Investors may compensate UBSFS at higher levels than other such Investors. Accordingly, the Administrator and/or its affiliates may receive higher levels of compensation in connection with investments by some Investors in the Advisory Sub-Class Interests than they receive in connection with investments by other Investors in the Advisory Sub-Class Interests. Moreover, in certain cases, if the Investor is purchasing Advisory Sub-Class Interests (and investing through a UBS advisory program), the Investor may be subject to higher fees overall with respect to its AlphaKeys Fund investment than an investor purchasing Brokerage Sub-Class Interests (and investing through a brokerage account), due to the additional compensation paid by such Investor to the Administrator and/or its affiliates in connection with the advisory program. Potential Adverse Effects of Being Treated as a Single Investor in the Underlying Fund. The AlphaKeys Fund will hold a single interest in the Underlying Fund, and each Investor's indirect investment in the Underlying Fund will not be represented by a separate interest in the Underlying Fund. Therefore, the Underlying Fund Performance Allocation made in respect of the AlphaKeys Fund's investment in the Underlying Fund is based on the performance of the AlphaKeys Fund's investment as a whole and not upon the performance of a particular Investor's indirect investment in the Underlying Fund. Similarly, withdrawal charges, if any, charged by the Underlying Fund and other withdrawal-related provisions may be based on the withdrawal by the AlphaKeys Fund as a whole and not upon the withdrawal by a particular Investor. An Investor may not be able to make a withdrawal from the AlphaKeys Fund at times and in the amounts that a direct investor in the Underlying Fund would have been able to withdraw. As a result, an Investor's partial or complete withdrawal from the AlphaKeys Fund may be significantly delayed compared to the partial or complete withdrawal of a direct investor in the Underlying Fund. Additional investments in the AlphaKeys Fund, by new or existing Investors, and withdrawals from the AlphaKeys Fund, which will generally require additional capital contributions or withdrawals, as the case may be, to or from the Underlying Fund, may in certain circumstances create distortions in the economic benefits and detriments of an investment in the AlphaKeys Fund for different Investors. An existing Investor's indirect share of a loss carryforward established with respect to a contribution by the AlphaKeys Fund into the Underlying Fund may effectively be diluted by new capital contributions to the AlphaKeys Fund made by other Investors or by a withdrawal from the Underlying Fund in connection with withdrawals from the AlphaKeys Fund by other Investors. Thus, an existing Investor's indirect share of such loss carryforward will effectively be diluted by any new capital contributions in the AlphaKeys Fund. See "Allocation of Gains and Losses" in Part One of the Underlying Fund Memorandum. In addition, the Underlying Fund may issue additional classes, sub-classes or series of Underlying Fund Interests to investors in the Underlying Fund in order to track participation in "new issues" as defined under the rules of FINRA. Investors should be aware that even if one or more Investors are eligible to invest in "new issues," the AlphaKeys Fund expects to invest in a class, sub-class or series of Underlying Fund Interests which does not participate in "new issues." -26- CONFIDENTIAL UBSTERRAMAR00003888 EFTA00239220

FOR EXISTING INVESTOR USE ONLY In the sole discretion of the Administrator, any withdrawal by an Investor may be subject to a charge, as the Administrator may reasonably require, in order to defray the costs and expenses of the AlphaKeys Fund in connection with such withdrawal, including but not limited to any amounts paid or accrued by the AlphaKeys Fund vis-a-vis its investment in the Underlying Fund. No Recourse Against the Underlying Fund. Investors of the AlphaKeys Fund will not be investors in the Underlying Fund, will have no direct interest in the Underlying Fund and will have no standing or recourse against the Underlying Fund or its affiliates, including the Underlying Fund Manager. No Rights to Vote or Participate. Except as otherwise described below, in the event that there is an issue to be voted upon by the investors of the Underlying Fund, the Administrator, in its discretion, and not the Investors, will determine how the AlphaKeys Fund's interest in the Underlying Fund will be voted. The Administrator will determine whether the AlphaKeys Fund should vote "yes", "no" or abstain from voting, in its sole discretion. In addition, Investors will have no opportunity to participate directly in the day-to-day operations of the AlphaKeys Fund. The AlphaKeys Fund expects to vote in accordance with the Administrator's recommendations on such matters unless at least a majority of the Investors duly object. In addition, the AlphaKeys Fund expects to refrain from voting on the selection, approval or disposition of any investment in any depository institution or other financial company to the extent it deems advisable to do so under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). (See "REGULATORY CONSIDERATIONS-U.S. Bank Holding Company Act" below.). Side Letters and Other Agreements with Clients. The Administrator may enter into side letters or other similar agreements with a particular Investor without the approval of other Investors of the AlphaKeys Fund. Any such side letter would have the effect of establishing rights under, altering or supplementing the terms of the AlphaKeys Fund Agreement or the Investor Application with respect to such Investor in a manner different from, and possibly more favorable to, such Investor than those applicable to other Investors. Such rights or terms in any such side letter or similar agreement may include, without limitation, (i) different notice periods or minimum initial and continuing investment amounts, (ii) the agreement of the Administrator to extend certain information rights or additional diligence, valuation or reporting rights to such Investor, including, without limitation, to accommodate special regulatory or other circumstances of such Investor, (iii) waiver or modification of certain confidentiality obligations of such Investor, (iv) waiver or modification of certain fee obligations of such Investor, (v) consent of the Administrator to certain transfers by such Investor or other exercises by the Administrator of its discretionary authority under the AlphaKeys Fund Agreement in certain respects for the benefit of such Investor, (vi) restrictions on, or special rights of such Investor with respect to the activities of the Administrator and its affiliates, (vii) special rights of such Investor with respect to withdrawals, (viii) additional obligations and restrictions on the Administrator and the AlphaKeys Fund with respect to the structuring of investments in light of the legal, tax and regulatory considerations of such Investor or (ix) other rights or terms necessary in light of particular legal, regulatory, public policy or other characteristics of such Investor. The terms of any such side letter or similar agreement will not be disclosed to other Investors unless the Administrator, in its sole discretion, otherwise determines. Any rights or terms so established in a side letter with an Investor will govern solely with respect to such Investor. To the extent determined appropriate by the -27- CONFIDENTIAL UBSTERRAMAR00003889 EFTA00239221

FOR EXISTING INVESTOR USE ONLY AlphaKeys Fund, an Investor that enters into a side letter or other agreement may be issued a new class, sub-class, tranche or series (or sub-series) of Interests in the AlphaKeys Fund. Unregistered Status. None of the AlphaKeys Fund, the Underlying Master Fund nor the Underlying Fund is registered as an investment company under the Investment Company Act. The Investment Company Act provides certain protections to Investors and imposes certain restrictions on registered investment companies, none of which will be applicable to the AlphaKeys Fund. Termination of the AlphaKeys Fund's Interest in the Underlying Fund. The Underlying Fund may, among other things, force the withdrawal of the AlphaKeys Fund's interest in the Underlying Fund at any time. In addition, the Administrator may determine at any time, subject to the restrictions on withdrawals from the Underlying Fund, to terminate the AlphaKeys Fund's investment in the Underlying Fund. Repayment of Capital and Distributions. The investors and former investors of the Underlying Fund, including the AlphaKeys Fund, shall be liable for the repayment and discharge of all debts and obligations of the Underlying Fund attributable to any fiscal year (or relevant portion thereof) during which they are or were investors of the Underlying Fund to the extent of their respective interests in the Underlying Fund in the fiscal year (or relevant portion thereof) to which any such debts and obligations are attributable. In meeting this obligation, the AlphaKeys Fund may be required to return to the Underlying Fund any amounts actually received by it from the Underlying Fund during or after the fiscal year to which any debt or obligation is attributable. In addition, the AlphaKeys Fund may be required to pay to the Underlying Fund amounts that are required to be withheld by the Underlying Fund for tax purposes. The AlphaKeys Fund may require Investors to return to the AlphaKeys Fund all or part of any distribution by the AlphaKeys Fund to the Investors in order to satisfy all or any portion of the AlphaKeys Fund's indemnification obligations. Similarly, Investors may be required in certain circumstances to repay or pay such amounts to the AlphaKeys Fund if the AlphaKeys Fund is unable otherwise to meet its obligations or as otherwise provided in the AlphaKeys Fund Agreement. In addition, if at any time following a withdrawal of all or a portion of an Investor's capital account, the Administrator determines, in its sole discretion, that the amount paid to an Investor or former Investor pursuant to such withdrawal was incorrect for any reason, including but not limited to (i) a determination by the Administrator that the amount paid to the AlphaKeys Fund pursuant to a withdrawal from the Underlying Fund was incorrect and the Administrator determines, in its sole discretion, that such amount should be allocated to such Investor or former Investor, or (ii) a determination by the Administrator, that the calculation of Net Asset Value was incorrect at the time such amount was paid to such Investor or former Investor, the AlphaKeys Fund may pay to such Investor or former Investor any additional amount that the Administrator determines such Investor or former Investor should have been entitled to receive, or, in its sole discretion, seek payment from such Investor or former Investor of the amount of any excess payment that the Administrator determines such Investor or former Investor received, in each case without interest, although, in its sole discretion, the Administrator may determine for any reason or no reason that such action is not feasible or practicable. In the event that the AlphaKeys Fund elects not to seek the payment of such amounts from an Investor or former Investor or is unable to -28- CONFIDENTIAL UBSTERRAMAR00003890 EFTA00239222

FOR EXISTING INVESTOR USE ONLY collect such amounts from an Investor or former Investor, the Net Asset Value of the AlphaKeys Fund will be less than it would have been had such amounts been collected. Involuntary Liquidation of an Investor's Interest. The AlphaKeys Fund may terminate the interest of any Investor in the AlphaKeys Fund at any time upon written notice to such Investor, for any reason or for no reason at all. Reports. The AlphaKeys Fund intends to deliver to Investors (i) audited annual financial reports of the AlphaKeys Fund as soon as practicable after the conclusion of the AlphaKeys Fund's fiscal year and (ii) such information as is necessary for such Investors to complete federal and state income tax or information returns. However, the AlphaKeys Fund may deliver unaudited annual financial reports in its sole discretion. If the AlphaKeys Fund does deliver audited reports, such annual audit can be completed only once the AlphaKeys Fund receives audited financial statements for the same fiscal year from the Underlying Fund. Consequently, it is possible that audited annual financial reports of the AlphaKeys Fund may be completed later than would otherwise be the case (up to 180 days after the fiscal year end or any other period permitted by law). For the AlphaKeys Fund to complete its tax reporting requirements, it must receive information on a timely basis from the Underlying Fund. If the Underlying Fund is unable to complete its audit (or if the Underlying Fund issues a qualified audit report), the AlphaKeys Fund will be unable to complete its own audit (or the AlphaKeys Fund will have to issue a qualified audit report). It is expected that the AlphaKeys Fund will most likely be unable to provide tax information to Investors without significant delays and Investors may need to seek extensions on the time to file their tax returns at the federal, state and local level. Quarterly reports from the Administrator regarding the AlphaKeys Fund's operations during such period also may be sent to Investors. Classes of Interests in both the Underlying Fund and AlphaKeys Fund, respectively, are Not Separate Legal Entities. Although Investors of the Underlying Fund, including the AlphaKeys Fund and certain Other AlphaKeys Millennium Funds, may hold separate classes of interests of the Underlying Fund, the Underlying Fund is a single legal entity and creditors of the Underlying Fund may enforce claims against any and all assets of the Underlying Fund. Thus, any and all assets of the Underlying Fund may be available to meet all liabilities of the Underlying Fund, including liabilities resulting from new issue investments, regardless of whether any particular liability is attributable to only one or less than all classes or series of interests (e.g., currency hedges). As an investor in the Underlying Fund, the AlphaKeys Fund may be subject to these same risks with respect to the Underlying Fund Interests. Similarly, although Investors may hold separate classes, sub-classes or series of Interests, the AlphaKeys Fund is a single legal entity and its creditors may enforce claims against any and all assets of the AlphaKeys Fund. Thus, regardless of whether an Investor holds Class A or Class B Interests, or Brokerage Sub-Class or Advisory Sub-Class Interests (as applicable), any and all assets of the AlphaKeys Fund may be available to meet all liabilities of the AlphaKeys Fund, regardless of whether any particular liability is attributable to only one or less than all classes or sub-classes of Interests. Idle Funds. The AlphaKeys Fund may retain a portion of the subscription proceeds that will not be invested in the Underlying Fund, to meet certain of its operating expenses. -29- CONFIDENTIAL UBSTERRAMAR00003891 EFTA00239223

FOR EXISTING INVESTOR USE ONLY Reserves. The AlphaKeys Fund may establish reserves for the payment of estimated, projected or accrued expenses (including the Administrative Fee), liabilities and contingencies. Such amounts set aside in a reserve will not be invested in the Underlying Fund (or repaid to Investors that have otherwise withdrawn from the AlphaKeys Fund), and accordingly, will not participate in the returns (positive or negative) of the Underlying Fund. Limited Operating History. The AlphaKeys Fund has only a limited operating history upon which Investors can evaluate the performance of the AlphaKeys Fund, although the Underlying Master Fund has a performance track record that begins in 1990. Although the Administrator will receive information from the Underlying Fund regarding its historical performance and investment strategy, the Administrator may not be able to independently verify and has not independently verified this information. The performance of the AlphaKeys Fund or the Underlying Fund cannot be relied upon as an indicator of their future performance. Liquidity Risks. Class B Interests in the AlphaKeys Fund will not be traded on any securities exchange or other market and are subject to substantial restrictions on transfer. The ability of the AlphaKeys Fund to honor withdrawal requests may be dependent upon the AlphaKeys Fund's ability to make withdrawals from the Underlying Fund, which may be restricted under the Underlying Fund Documents, delayed or suspended altogether. Furthermore, unlike other interests in the Underlying Fund (including the interests in which the Class A Interests are invested), the Underlying Fund's interests in which the Class B Interests are invested have no special withdrawal rights in the event of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal from the general partner of the Underlying Master Fund of Israel A. Englander (a "Trigger Event"), or the occurrence of any other key person event. Please see "Other Interests; Limited Liquidity" below for additional discussion regarding differences in withdrawal terms between Class B Interests and Other Interests. In the sole discretion of the Administrator, any withdrawal by an Investor may be subject to a charge, as the Administrator may reasonably require, in order to defray the costs and expenses of the AlphaKeys Fund in connection with such withdrawal, including without limitation, any amounts paid or accrued by the AlphaKeys Fund vis-a-vis its investment in the Underlying Fund, withdrawal or similar charges imposed by the Underlying Fund Manager, if any (which may be substantial). In addition, the Administrator, in its sole discretion, may permit an Investor to make withdrawals at different times, and upon different terms, than those specified in "SUMMARY OF TERMS — Withdrawals". The Administrator may also, in its sole discretion, permit an Investor to withdraw from the AlphaKeys Fund, or cause the AlphaKeys Fund, upon an Investor's request, to repurchase, some or all of such Investor's Class B Interests at a discount to the Net Asset Value of the withdrawn or repurchased Class B Interests, at a time when such Investor is not otherwise entitled to withdraw from the AlphaKeys Fund. In addition, the Administrator may determine, in its sole discretion, to make such an offer to one or more Investors and not to the other Investors, and may do so without notice to the other Investors. No Assurance of Investment Return. The AlphaKeys Fund is intended for long-term Investors who can accept the significant risks associated with investing in illiquid securities. There can be no assurance that either of the AlphaKeys Fund or the Underlying Fund will achieve its investment objective. Investors should be aware that prior performance of the Underlying Fund is not necessarily indicative of future results. The possibility of partial or total loss of AlphaKeys Fund capital will exist, and prospective Investors should not subscribe unless they can readily bear -30- CONFIDENTIAL UBSTERRAMAR00003892 EFTA00239224

FOR EXISTING INVESTOR USE ONLY the consequences of such loss. Accordingly, an investment in the AlphaKeys Fund should only be considered by persons who can afford a loss of their entire investment. Withdrawal Risks. With respect to withdrawal requests, Investors must notify the AlphaKeys Fund upon the notice period set forth in "SUMMARY OF TERMS — Withdrawals" or upon such other notice period, which may be longer, as may be notified to the Investors, in the Manager's sole discretion. An Investor that elects to withdraw all or a portion of such Investor's capital account will not know the amount it will receive until after the election to withdraw has been made. It is possible that during the time period between the withdrawal notice date and the Withdrawal Date, general economic and market conditions, or specific events affecting the AlphaKeys Fund, could cause a decline in the value of Class B Interests. In addition, an Investor's partial or complete withdrawal from the AlphaKeys Fund could be limited or significantly delayed due to the operation of the Class B Gate, which would restrain the ability of the Investor to withdraw its capital. Further, the value of such Investor's investment may decline prior to the date on which the Investor's withdrawal is complete. As a result, the Investor may bear or be subject to additional or increased proportionate shares of fees, costs, expenses and liabilities that the Investor would not otherwise bear if not for the operation of the Class B Gate. See also "CERTAIN RISK FACTORS—Other Interests; Limited Liquidity" below. The foregoing is also separately applicable with respect to the AlphaKeys Fund's investment in, and potential withdrawal from, the Underlying Fund. Other Interests: Limited Liquidity. Interests of classes of the AlphaKeys Fund, including Class A Interests, and interests of classes of Other AlphaKeys Millennium Funds (collectively, "Other Interests") generally are significantly more liquid than the Class B Interests. Other Interests are generally able to be withdrawn entirely on an annual basis or for a greater percentage of a holder's interests on a quarterly basis. The exercise of such special withdrawal right by the AlphaKeys Fund on behalf of holders of Other Interests will not result in, or be deemed to create, any special withdrawal right for the holders of the Class B Interests (in their capacity as such). Upon the occurrence of a Trigger Event at the Underlying Fund, holders of Class B Interests will not have any right to withdraw any Underlying Interests in connection therewith, while holders of Other Interests may have such right. The ability of holders of Other Interests to withdraw such Other Interests when the holders of the Class B Interests are restricted from doing so may materially and adversely impact the Class B Interests, including without limitation, as a result of the holders of the Class B Interests bearing a larger portion of the expenses incurred by or on behalf of the AlphaKeys Fund. Additionally, Other Interests with more favorable liquidity terms may be offered to clients of UBSFS from time to time, simultaneously with or at different times than the Class B Interests, to the extent such Other Interests become available. Generally, the availability of the Other Interests is limited and may depend upon withdrawals of such Other Interests from the AlphaKeys Fund or from the Other AlphaKeys Millennium Funds. As a result, there is no guarantee that any Other Interests would be available to any Investor, and the Investor is likely to only have access to the Class B Interests, which provide liquidity terms that are significantly less favorable than those applicable to the Other Interests. -31- CONFIDENTIAL UBSTERRAMAR00003893 EFTA00239225

FOR EXISTING INVESTOR USE ONLY In addition to the Other Interests currently in existence, the Administrator may in the future establish additional classes or series of shares or interests that provide holders of those shares or interests with liquidity terms that are more favorable than those applicable to the Class B Interests. Forward-Looking Statements. This Memorandum and the Underlying Fund Memorandum may contain forward-looking statements. These forward-looking statements reflect the Administrator's or the Underlying Fund Manager's view with respect to future events. Actual events could differ materially from those in the forward-looking statements as a result of factors beyond the Administrator's or the Underlying Fund Manager's control. Prospective Investors are cautioned not to place undue reliance on such statements. Valuation Risk. The assets of the AlphaKeys Fund will be valued in accordance with GAAP or another methodology determined appropriate by the Administrator in its sole discretion. Based on current GAAP requirements, the Administrator expects to rely on valuation information provided by the Underlying Fund (which will be unaudited, except for information as of the date of the Underlying Fund's annual audit), which if inaccurate or incomplete could adversely affect the Administrator's ability to determine Net Asset Value and, accordingly, value the Class B Interests accurately. In certain circumstances, the Administrator may be required by GAAP to make adjustments to the valuation information provided by the Underlying Fund. Absent bad faith or manifest error, valuation determinations made by the Administrator will be conclusive and binding. Legal and Regulatory Risks Relating to Investment Strategy. Legal, tax and regulatory changes could occur during the term of the AlphaKeys Fund that may adversely affect the AlphaKeys Fund and/or the Underlying Fund. New (or revised) laws or regulations may be imposed by the U.S. Commodity Futures Trading Commission (the "CFTC"), the SEC, the Board of Governors of the Federal Reserve System (the "Federal Reserve") or other banking regulators, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations, including entirely new entities, that supervise the financial markets that could adversely affect the AlphaKeys Fund or the Underlying Fund. In particular, these agencies are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. The AlphaKeys Fund and the Underlying Fund may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations. The regulatory environment for private funds is evolving, and changes in the regulation of private funds may adversely affect the value of the investments held by the AlphaKeys Fund and/or the Underlying Fund and the ability of the AlphaKeys Fund and/or the Underlying Fund to execute its investment strategy. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of private funds and financial institutions is an evolving area of law and is subject to modification by government and judicial action. Section 13 of the BHC Act and related regulations (known as the "Volcker Rule") restrict the ability of a banking entity, such as UBS, to sponsor, acquire any interest in or engage in transactions with a fund, subject to certain exceptions. The Volcker Rule could cause disruptions and otherwise negatively impact any funds whose ownership, counterparties and/or service provider arrangements currently include a -32- CONFIDENTIAL UBSTERRAMAR00003894 EFTA00239226

FOR EXISTING INVESTOR USE ONLY banking entity, including the AlphaKeys Fund and any funds in which the AlphaKeys Fund may invest. The Administrator may in the future, in its sole discretion and without notice to the Investors, restructure the AlphaKeys Fund or the Administrator in order to comply with laws or regulations (including the BHC Act), or to reduce or eliminate the impact or applicability of any bank regulatory restrictions to which the Administrator or the AlphaKeys Fund: (i) are subject, or (ii) will be subject upon engaging in a new business transaction. The AlphaKeys Fund may also transfer any portion of its investment in the Underlying Fund to an investment vehicle affiliated with the Underlying Fund (including, without limitation, the Underlying Master Fund or any parallel fund established for the AlphaKeys Fund) as permitted by the Underlying Fund, in the Administrator's sole discretion and without prior notice or consent. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive and may affect the manner in which the AlphaKeys Fund and/or the Underlying Fund conducts business. Furthermore, new laws or regulations may subject the AlphaKeys Fund, the Underlying Fund or some or all of the Investors to increased taxes or other costs. Tax Risks. The AlphaKeys Fund expects to be treated as a partnership for federal income tax purposes and not as an association or a publicly traded partnership taxable as a corporation. It is possible that the AlphaKeys Fund may not be able to comply with any safe harbor requirements of or an exception to the publicly traded partnership rules in any given year, in which case it is possible that the AlphaKeys Fund may be treated as a publicly traded partnership. If it were determined that the AlphaKeys Fund should be treated as an association or publicly traded partnership taxable as a corporation, the taxable income of the AlphaKeys Fund would be subject to corporate income tax and distributions from the AlphaKeys Fund would be treated as dividends to the extent of the AlphaKeys Fund's earnings and profits. Each of the Underlying Fund and any applicable investment vehicles through which it may invest intend to operate as a partnership for U.S. federal income tax purposes and not as an association or a publicly traded partnership taxable as a corporation. If it were determined that either the Underlying Fund or any applicable investment vehicles through which it may invest should be treated as an association or publicly traded partnership taxable as a corporation, material adverse income tax consequences would result to Investors in the AlphaKeys Fund. The AlphaKeys Fund may, from time to time, report tax positions that may be subject to challenge by the Internal Revenue Service (the "IRS"). If the IRS challenges such a position and is successful, there may be substantial retroactive taxes, plus interest and possibly penalties. Changes or modifications in existing judicial decisions or in the current positions of the IRS, either taken administratively or as contained in published revenue rulings and revenue procedures, and the passage of new legislation (any of which may apply with retroactive effect), could substantially reduce, eliminate or modify the tax treatment outlined in this Memorandum. If the Underlying Fund or the Underlying Master Fund conducts business or other activities in a given state or local jurisdiction, then an Investor that is not a resident of that jurisdiction may nevertheless be subject to tax in that jurisdiction on its share of the AlphaKeys Fund's income attributable to those activities and may be required to file income tax or other returns in that -33- CONFIDENTIAL UBSTERRAMAR00003895 EFTA00239227

FOR EXISTING INVESTOR USE ONLY jurisdiction. Investors may also be subject to state and/or local franchise, withholding, capital gain or other tax payment obligations and filing requirements in those jurisdictions where the AlphaKeys Fund is regarded as doing business or earning income (directly or indirectly). See "Certain Tax Matters Relating to an Investment in Millennium USA" and "Certain Tax Matters Relating to the Master Partnership" in Part One of the Underlying Fund Memorandum and "TAX ASPECTS" in this Memorandum. Bank Holding Company Act Considerations. The Administrator is, for purposes of the BHC Act, a subsidiary of UBS, which is subject to supervision and regulation by the Federal Reserve. It is not expected that UBS will be deemed to control the AlphaKeys Fund for purposes of the BHC Act. In discharging its responsibilities as the Administrator, the Administrator and the AlphaKeys Fund will observe limitations arising from the BHC Act applicable to the Administrator or the AlphaKeys Fund. To the extent it deems it advisable under the BHC Act, the Administrator also intends to seek the approval from the Investors by negative consent with respect to any vote presented by the Underlying Fund if the AlphaKeys Fund holds an interest in the Underlying Fund of more than 24.99% of the total capital contributions to the Underlying Fund or where such consent or waiver pertains to the selection, approval or disposition of portfolio company investments (other than investments in depository institutions or other financial companies where the lower threshold, noted above, would apply). The AlphaKeys Fund expects to vote in accordance with the Administrator's recommendations on such matters unless at least a majority of the Investors duly object. If the AlphaKeys Fund holds an interest in the Underlying Fund of more than 24.99% of the total capital contributions to the Underlying Fund, the AlphaKeys Fund intends to limit its participation in any depository institution or other financial company to not more than 9.99% of any class of voting securities thereof. The Administrator intends to request that the Underlying Fund limit the AlphaKeys Fund's ownership interest in the Underlying Fund to not more than one-third of the total capital contributions of the Underlying Fund. In addition, the AlphaKeys Fund expects to refrain from voting on the selection, approval or disposition of any investment in any depository institution or other financial company to the extent it deems advisable to do so under the BHC Act. The Administrator reserves the right to rely on any regulatory or statutory provisions and available exemptions under the BHC Act, and to take all reasonable steps deemed necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Administrator to comply with such regulatory or statutory provisions. (See "REGULATORY CONSIDERATIONS—U.S. Bank Holding Company Act" below.) In the event of any change to the BHC Act, or applicable regulations and interpretations under the BHC Act, the Administrator may, without the consent of any Investor, take such additional steps as it deems necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Administrator to comply with the BHC Act, including restructuring the AlphaKeys Fund or the Administrator. There can be no assurance that the bank regulatory requirements applicable to UBS will not likewise apply to the AlphaKeys Fund and therefore have a material adverse effect on the AlphaKeys Fund and its operations. For example, such regulations could require the AlphaKeys Fund to dispose of its investment in the Underlying Fund or the dissolution of the AlphaKeys Fund earlier than anticipated by the Administrator, potentially having a negative impact on the returns of the AlphaKeys Fund. (See "REGULATORY CONSIDERATIONS—U.S. Bank Holding Company Act" below.) -34- CONFIDENTIAL UBSTERRAMAR00003896 EFTA00239228

FOR EXISTING INVESTOR USE ONLY The foregoing risks do not purport to be a complete explanation of aU the risks involved in acquiring an interest in the AlphaKeys Fund or in the Underlying Fund. Potential Investors should read this entire document as well as the AlphaKeys Fund Agreement before making a determination whether to invest in the AlphaKeys Fund. CONFIDENTIAL UBSTERRAMAR00003897 EFTA00239229

FOR EXISTING INVESTOR USE ONLY III. POTENTIAL CONFLICTS OF INTEREST Prospective Investors should carefidly consider the potential conflicts of interest involved in an investment in the AlphaKeys Fund and in the Underlying Fund, including, but not limited to, those discussed below. Prospective Investors should refer to "Related-Party Transactions and Other Accounts; Conflicts" in the Underlying Fund Memorandum for more detailed conflicts of interest related to an investment in the Underlying Fund. The Administrator and its affiliates manage the assets of unregistered investment companies and individual accounts (collectively, "AlphaKeys Clients"). The AlphaKeys Fund has no interest in these activities. In addition, the Administrator, its affiliates, and any of their respective officers, directors, partners, members or employees, may invest for their own accounts in various investment opportunities, including in investment partnerships, private investment companies or other investment vehicles in which the AlphaKeys Fund will have no interest. The Administrator, the Placement Agent and their affiliates have a conflict of interest in that they benefit from the sale of Class B Interests due to the receipt of the Administrative Fee, the Placement Fee and other forms of compensation in connection with their relationship with the AlphaKeys Fund. See "Application for Interests" below. As a result of the various payments to UBS Fund Advisor, L.L.C., UBSFS and their respective affiliates the amount of compensation that UBS Americas' entities receive with respect to the sale of affiliated or proprietary hedge funds, funds of funds, private equity funds and real estate funds (including from the sale of Class B Interests in the AlphaKeys Fund) may be greater than the amount payable to the organization as a whole from the sale of unaffiliated fund investments. In addition, UBS AG and its affiliates ultimately benefit as a whole from the aforementioned sale of such affiliated or proprietary funds due to incentive and/or management fees paid to the managers of such affiliated or proprietary funds because they are subsidiaries or affiliates of UBS AG. In addition, while there may be other funds with better performance results and/or more preferential terms than those offered to the clients of UBSFS, UBSFS and its affiliates can only direct clients to invest in funds (including the AlphaKeys Fund) on the UBS platform. The Administrator provides all of its administrative and advisory services through the efforts of employees of its affiliate, UBSFS, which is also a registered investment adviser. All of the Administrator's officers and other personnel are employees of UBSFS. The Administrator does not pay overhead or payroll directly. All of the Administrator's officers and other personnel are paid fully by UBSFS. As a result, a reallocation is made internally from the Administrator to UBSFS to reimburse it for various expenses that UBSFS covers on behalf of the Administrator. The officers or employees of the Administrator will be engaged in substantial activities other than on behalf of the AlphaKeys Fund and may have conflicts of interest in allocating their time and activity among the AlphaKeys Fund and AlphaKeys Clients. In addition, the Administrator and/or its affiliates may now or in the future serve as administrator or placement agent to one or more similar funds managed by the Underlying Fund Manager or an affiliate or successor thereof. As a result, the Administrator may have conflicting interests with respect to such service. The affiliates of the Administrator may invest (or cause their clients to invest) in one or more funds managed by the Underlying Fund Manager, and thereby affect the AlphaKeys Fund's ability to invest into the Underlying Fund (for example, where the size of the aggregate investment by the affiliates and the Administrator is limited). The Administrator and their officers and employees -36- CONFIDENTIAL UBSTERRAMAR00003898 EFTA00239230

FOR EXISTING INVESTOR USE ONLY will devote so much of their time to the affairs of the AlphaKeys Fund as in their judgment is necessary and appropriate. The Administrator may appoint a committee or an independent representative (the "Conflicts Review Committee") to seek the approval in connection with any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. To the extent permitted by law, the approval of the Conflicts Review Committee will be binding upon the AlphaKeys Fund and each of the Investors. The Conflicts Review Committee will not participate in the management or control of the AlphaKeys Fund. The AlphaKeys Fund may pay the members of the Conflicts Review Committee an initial fee and a fee for each review sought by the Administrator. The members of the Conflicts Review Committee will be treated as if they were the Administrator for indemnification purposes. UBSFS acts as the principal placement agent for the AlphaKeys Fund (in such capacity, the Placement Agent) and will bear its own costs associated with its activities as Placement Agent. The Administrator and the Placement Agent intend to compensate the Placement Agent's or its affiliates' financial advisors, as well as third-party securities dealers and other industry professionals, for their ongoing servicing of clients with whom they have placed Interests in the AlphaKeys Fund and such compensation will be based upon a formula that takes into account the amount of client assets being serviced as well as the investment results attributable to the clients' assets in the AlphaKeys Fund. Such compensation will be payable out of the Administrative Fee. Additionally, these entities, at their discretion, may charge Investors a Placement Fee based on the Investor's capital contribution (including any additional capital contributions made by an Investor). The Administrator's ability to defer, waive or reduce the administrative fee charged to other AlphaKeys Clients for similar services as those being provided herein may result in the AlphaKeys Fund and its Investors paying a higher Administrative Fee for the same set of services as those being provided to other AlphaKeys Clients at a lower fee or free of charge. In addition, the Administrator may, in its sole and absolute discretion, defer, waive or reduce the Administrative Fee with respect to an Investor that makes a substantial capital contribution to the AlphaKeys Fund or that makes investments across multiple funds administered by the Administrator and its affiliates. While there may be other funds with better performance results and/or more preferential terms, UBSFS and the financial advisors generally will only direct clients to invest in funds that are on the UBS platform. In approving funds for inclusion on the UBS platform, the Administrator and its affiliates have a conflict of interest in that they generally give priority to a fund which will provide compensation to the Administrator and its affiliates. In addition, the levels of compensation may vary among the funds on the UBS platform (including among the AlphaKeys Fund and other funds on the platform managed by UBSFS), and, accordingly, the Administrator and its affiliates may have a greater incentive to direct such clients to a fund on the UBS platform (and, in certain cases, particular share classes) that yields higher levels of compensation for the Administrator and/or its affiliates. Furthermore, while funds on the UBS platform (including the Underlying Fund) may offer multiple classes of interests, such funds (together with the Administrator or its affiliates) will determine which classes of interests are available for -37- CONFIDENTIAL UBSTERRAMAR00003899 EFTA00239231

FOR EXISTING INVESTOR USE ONLY investment by the clients of the Administrator and its affiliates, which may be the classes of interests paying higher levels of compensation to the Administrator or its affiliates. The Placement Agent and its affiliates may provide brokerage, prime brokerage, investment banking and other financial or advisory services from time to time to one or more accounts or entities managed by the Underlying Fund Manager or its affiliates, for which services the Placement Agent or such affiliates may receive compensation (all accounts other than the AlphaKeys Fund managed by the Underlying Fund Manager or its affiliates, excluding the Underlying Fund, are referred to collectively as the "Millennium Accounts"). The Placement Agent or its affiliates may have an interest in an account or investment vehicle managed by, or enter into relationships with, the Underlying Fund Manager or its affiliates on terms different, and potentially more favorable, than an Interest in the AlphaKeys Fund. In addition, the Underlying Fund Manager may receive research products and services in connection with the brokerage services that the Placement Agent and its affiliates may provide from time to time to the Underlying Fund or one or more Underlying Fund Accounts or to the AlphaKeys Fund. The Administrator, its affiliates or AlphaKeys Clients may have an interest in an account or investment vehicle managed by, or enter into relationships with, the Underlying Fund Manager or its affiliates on terms different, and potentially more favorable, than a Class B Interest in the AlphaKeys Fund. The Underlying Fund also may purchase investments from affiliates of the Administrator, which could create a potential conflict of interest, although the Administrator will at all times endeavor to act in the best interest of the AlphaKeys Fund. In addition, the Underlying Fund Manager may receive research products and services in connection with the brokerage services that the Administrator and its affiliates may provide from time to time to the Underlying Fund or one or more Millennium Accounts or to the AlphaKeys Fund. In addition, the Administrator intends to retain a third party technology service provider ("Service Provider") to provide an online portal through which the AlphaKeys Fund investors will receive certain reporting and monitoring services. The AlphaKeys Fund will bear its share of any ongoing costs, fees and expenses related to such online portal. The Administrator, UBSFS or an affiliate may own a non-controlling interest in such Service Provider. To the extent the Administrator, UBSFS or an affiliate owns such interest in the Service Provider, it will financially benefit from the fees the AlphaKeys Fund pays to the Service Provider. In addition, certain affiliates of the Administrator may act as a lender to the Underlying Fund, the portfolio companies in which the Underlying Fund invests or in connection with other transactions in which the Underlying Fund is involved. In cases where the Underlying Fund is the borrower, such UBS affiliate acting as a lender will have the ability to call capital from the Underlying Fund, which in turn may call capital from the AlphaKeys Fund. In such cases where the Underlying Fund's portfolio companies are the borrowers, such portfolio companies may convey a security interest in certain assets (including assets of the Underlying Fund), to such affiliate acting as a lender to a portfolio company of the Underlying Fund and such affiliate may have a liquidation preference over the Underlying Fund or may have interests that are divergent from those of the Underlying Fund. In addition, affiliates of the Administrator may purchase or sell assets to or from the Underlying Fund. The Administrator and/or its affiliates may receive higher levels of compensation, from the Underlying Fund in connection with the Investors' indirect investments in the Underlying Fund, -38- CONFIDENTIAL UBSTERRAMAR00003900 EFTA00239232

FOR EXISTING INVESTOR USE ONLY and/or directly from the Investor, depending upon whether an Investor is purchasing Advisory Sub-Class Interests or Brokerage Sub-Class Interests. Accordingly, UBSFS and its affiliates may have a greater incentive to direct clients to the AlphaKeys Fund who will invest in a class of Interests that will yield a relatively higher level of compensation. In addition, the Administrator and/or its affiliates may receive higher levels of compensation in connection with investments by some Investors in the Advisory Sub-Class Interests than they receive in connection with investments by other Investors in the Advisory Sub-Class Interests. Moreover, in certain cases, if the Investor is purchasing Advisory Sub-Class Interests (and investing through a UBS advisory program), the Investor may be subject to higher fees overall with respect to its AlphaKeys Fund investment than an investor purchasing Brokerage Sub-Class Interests (and investing through a brokerage account), due to the additional compensation paid by such Investor to the Administrator and/or its affiliates in connection with the advisory program. See also "CERTAIN RISK FACTORS—Different Classes of Interests may Yield Higher Levels of Compensation" above. CONFIDENTIAL UBSTERRAMAR00003901 EFTA00239233

FOR EXISTING INVESTOR USE ONLY IV. BROKERAGE Each of the AlphaKeys Fund and the Underlying Fund is directly responsible for the execution of its portfolio investment transactions and the allocation of brokerage. Transactions on U.S. stock exchanges and on some non-U.S. stock exchanges involve the payment of negotiated brokerage commissions. On the great majority of non-U.S. stock exchanges, commissions are fixed. No stated commission is generally applicable to securities traded in over-the-counter markets, but the prices of those securities may include undisclosed commissions or mark-ups. The AlphaKeys Fund will comply with Section 28(e) of the 1934 Act. However, the AlphaKeys Fund may not pay the lowest available commissions or mark-ups or mark-downs on securities transactions. Moreover, neither the Administrator or the AlphaKeys Fund have any responsibility to monitor the Underlying Fund's policy regarding, or its compliance with, its duty of best execution, including, if applicable, its compliance or non-compliance with the safe harbor provided by Section 28(e). See "The Master Partnership's Investment Program and Description: Brokerage" in Part Two of the Underlying Fund Memorandum for a description of the brokerage policies and selection by the Underlying Fund. -40- CONFIDENTIAL UBSTERRAMAR00003902 EFTA00239234

FOR EXISTING INVESTOR USE ONLY V. APPLICATION FOR INTERESTS Application Terms Both initial and additional applications for Class B Interests may be accepted from eligible investors (as described below) at such times as the Administrator may determine on the terms set forth below. The AlphaKeys Fund may, in its discretion, suspend the offering of Class B Interests at any time or permit applications on a more frequent basis. The AlphaKeys Fund, in its sole and absolute discretion, reserves the right to reject, in whole or in part, any application for Class B Interests in the AlphaKeys Fund. Capital contributions made prior to any closing, including the initial closing, the timing of which will be determined in the sole discretion of the Administrator, may be held in an escrow or similar account pending such closing at the discretion of the Administrator. It is possible that such account will not earn interest. After the initial closing, initial applications and additional capital contributions generally will be accepted monthly. Generally, the minimum required initial contribution to the capital of the AlphaKeys Fund from each Investor is $250,000, which minimum may be waived by the Administrator in its sole discretion. Investors may make additional capital contributions in amounts not less than $50,000, unless otherwise determined by the Administrator, in its sole discretion. The AlphaKeys Fund, in its sole discretion, may vary the investment minimums from time to time. Brokerage Sub-Class Investors will be charged by the Placement Agent a Placement Fee of 2% of the Investor's capital contribution (including any additional capital contributions made by an Investor) in the AlphaKeys Fund (subject to waiver by the Placement Agent in limited circumstances). Advisory Sub-Class Investors will not be charged a Placement Fee. Contributions to the capital of the AlphaKeys Fund will be payable in cash. The AlphaKeys Fund will not accept subscriptions from charitable remainder trusts. See TAX ASPECTS. Each new Investor will be obligated to agree to be bound by all of the terms of the AlphaKeys Fund Agreement. Each potential Investor also will be obligated to represent and warrant in the Investor Application (defined below) that, among other things, such Investor is purchasing a Class B Interest for its own account, and not with a view to the distribution, assignment, transfer or other disposition of such Class B Interest. Classes. Sub-Classes. Tranches and Series of Interests The AlphaKeys Fund may create additional classes, sub-classes, tranches or series of Interests, or rename or redesignate any issued class, sub-class, tranche or series, without providing prior notice to, or receiving consent from, Investors. Such classes, sub-classes, tranches or series may differ in terms, including, but not limited to, the amount and/or timing of fees charged (and may provide for no fees), minimum subscription amounts and withdrawal rights. The terms of any new classes, sub-classes, tranches or series will be determined by the Administrator. Eligible Investors Each prospective Investor will be required to certify that the Class B Interests being purchased are being acquired directly or indirectly for the account of an "accredited investor" as defined in -41- CONFIDENTIAL UBSTERRAMAR00003903 EFTA00239235

FOR EXISTING INVESTOR USE ONLY Regulation D promulgated under the 1933 Act (each, an "Accredited Investor") and that such Investor, as well as each of the Investor's equity owners under certain circumstances, as applicable, at the time of purchase, is a "qualified purchase?' as defined in Section 2(aX51)(A) of the 1940 Act (each, a "Qualified Purchaser"), unless otherwise permitted by law. Existing Investors who purchase additional Class B Interests in the AlphaKeys Fund and transferees of Class B Interests in the AlphaKeys Fund may be required to represent that they meet the foregoing eligibility criteria at the time of the additional purchase or transfer. The relevant Investor qualifications will be set forth in an investor application to be provided to prospective Investors, which must be completed by each prospective Investor (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 the AlphaKeys Fund by prospective Investors. The discussion herein is intended to supplement the disclosure in the Underlying Fund Memorandum. Investors are urged to review "Certain Tax Matters Relating to an Investment in Millennium USA" and "Certain Tax Matters Relating to the Master Partnership" in the Underlying Fund Memorandum and to consult with their tax advisors to fully understand the tax consequences of an investment in the AlphaKeys Fund. This summary is based upon the Code, the U.S. Treasury regulations ("Treasury Regulations") promulgated thereunder, published rulings, court decisions and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). This summary does not purport to address all of the U.S. federal income tax considerations that may be relevant to the AlphaKeys Fund or to all categories of Investors, some of whom may be subject to special rules (including, without limitation, dealers in securities or currencies, financial institutions or "financial services entities," life insurance companies, holders of Class B Interests held as part of a "straddle," "hedge," "constructive sale" or "conversion transaction" with other investments, U.S. persons whose "functional currency" is not the U.S. dollar, persons who have elected "mark to market" accounting, persons who have not acquired their Class B Interests upon their original issuance, persons who hold their Class B Interest through a partnership or other entity which is a pass- through entity for U.S. federal income tax purposes, persons that are not U.S. Persons (as defined below), and persons for whom a Class B Interest is not a capital asset). In addition, this summary does not discuss any state, local or foreign tax laws that may be applicable to an Investor. The AlphaKeys Fund has not sought a ruling from the IRS or an opinion of legal counsel as to any tax matters, and no representation is made as to the tax consequences of an investment in the AlphaKeys Fund. In addition, legislation was passed in the United States at the end of 2017 that has resulted in significant and complicated changes to the Code. Such changes, some, but not all of which are described herein, are expected to change the manner in which the AlphaKeys Fund, the Underlying Fund, and investors in the AlphaKeys Fund are taxed in the United States. In addition, because regulations and other official interpretations have not yet been issued with respect to many of such changes, their meaning may be uncertain in some cases. All investors should consult with their tax advisors regarding the status of such legislation and its effect on their investment in the AlphaKeys Fund. For purposes of this discussion, a "U.S. Person" or a "U.S. Investor" is (1) a citizen or resident of the United States, (2) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof, including the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust which (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. In some cases, the activities of -43- CONFIDENTIAL UBSTERRAMAR00003905 EFTA00239237

FOR EXISTING INVESTOR USE ONLY an Investor other than its investment in the AlphaKeys Fund may affect the tax consequences to such Investor of an investment in the AlphaKeys Fund. Treatment as Partnership. It is intended that the AlphaKeys Fund will be treated as a partnership for U.S. federal income tax purposes and not as an association or "publicly traded partnership" taxable as a corporation. No rulings have been, or will be, requested from the IRS and no assurance can be given that the IRS or the courts will concur with such treatment. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a "publicly traded partnership." A partnership which meets certain safe harbor requirements or certain other exceptions is not subject to the "publicly traded partnership" rules. It is possible that the AlphaKeys Fund may not be able to comply with any safe harbor requirements of or an exception to the publicly traded partnership rules in any given year, in which case it is possible that the AlphaKeys Fund may be treated as a publicly traded partnership. If it were determined that the AlphaKeys Fund should be treated as an association or publicly traded partnership taxable as a corporation, the taxable income of the AlphaKeys Fund would be subject to corporate income tax and distributions from the AlphaKeys Fund would be treated as dividends to the extent of the AlphaKeys Fund's earnings and profits. The Underlying Fund Manager intends that the Underlying Fund and the Underlying Master Fund each will operate as a partnership for U.S. federal income tax purposes and not as an association taxable as a corporation. In addition, the Underlying Fund Manager intends that each of the Underlying Fund and the Underlying Master Fund will not be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. However, because the Manager does not control the Underlying Fund and the Underlying Master Fund, there can be no assurance in this regard. If it were determined that either the Underlying Fund or the Underlying Master Fund should be treated as an association or publicly traded partnership taxable as a corporation, material adverse income tax consequences would result to Investors in the AlphaKeys Fund. The remainder of this discussion assumes that each of the AlphaKeys Fund, the Underlying Fund and the Underlying Master Fund will be treated as a partnership for U.S. federal income tax purposes. Except as discussed below in "Audits", as a partnership, the AlphaKeys Fund generally will not be subject to U.S. federal income tax. Rather, each Investor will be required to report on its U.S. federal income tax return, and thus to take into account in determining its own U.S. federal income tax liability, its share of the AlphaKeys Fund's income, gains, losses, deductions and credits for the taxable year ending with or within such Investor's taxable year. An Investor's U.S. federal income tax liability will be determined with reference to its share of the AlphaKeys Fund's income, regardless of whether the AlphaKeys Fund receives any distributions from the Underlying Fund or the Investor receives any distributions from the AlphaKeys Fund. The AlphaKeys Fund is not required, and does not intend, to make distributions to an Investor to cover the U.S. federal income, state or other tax liability of such Investor with respect to its allocable share of AlphaKeys Fund income and gain. Accordingly, a non-withdrawing Investor may be required to use cash from other sources in order to pay tax on its taxable income that is attributable to its Class B Interests in the AlphaKeys Fund. -44- CONFIDENTIAL UBSTERRAMAR00003906 EFTA00239238

FOR EXISTING INVESTOR USE ONLY Allocation of the AlphaKeys Fund's Profits and Losses. For U.S. federal income tax purposes, income, gains, losses, deductions and credits of the AlphaKeys Fund will generally be allocated to the Investors in a manner consistent with the overall economic arrangement among the Investors. It is possible that the IRS will seek to reallocate certain items in a manner different from the manner in which such items were allocated by the AlphaKeys Fund. The AlphaKeys Fund may specially allocate items of taxable income and gain or loss and deduction to a withdrawing Investor. This special allocation to or from a withdrawing Investor could result in Investors (including the withdrawing Investor) receiving more or less items of income, gain, deduction or loss (and/or income, gains, deductions or losses of a different character) than they would receive in the absence of such allocations. There can be no assurance that, if the AlphaKeys Fund makes such a special allocation, the IRS will accept such allocation. If such allocation were successfully challenged by the IRS, the AlphaKeys Fund's income and gains allocable to the remaining Investors could be increased or decreased. Nature of the AlphaKeys Fund's Income and Losses. The AlphaKeys Fund's income, gains, losses, deductions and credits for any taxable year will consist almost entirely of the AlphaKeys Fund's share of the income, gains, losses, deductions and credits of the Underlying Fund (which items will be derived by the Underlying Fund primarily from the Underlying Master Fund) for the taxable year of the Underlying Fund ending with or within the AlphaKeys Fund's taxable year. The Underlying Fund and the Underlying Master Fund have made an election described in Section 475(f) of the Code (the "mark-to-market election"). The mark-to-market elections apply to all years of the Underlying Fund and the Underlying Master Fund unless revoked with the consent of the IRS. As a result of the Underlying Fund's and the Underlying Master Fund's mark-to-market election, the AlphaKeys Fund will generally be required to recognize ordinary gain or loss on all of the securities held by the Underlying Master Fund and the Underlying Fund at the end of each taxable year as if the Underlying Master Fund and the Underlying Fund have sold such securities for their fair market value on the last business day of such taxable year and notwithstanding that such securities may have been eligible for capital asset treatment in the absence of the mark-to-market election. Further, any gain or loss recognized on the sale or redemption of such securities generally would be ordinary. Limitations on an Investor's Deduction of the AlphaKeys Fund's Losses and Expenses. Various limitations may apply to restrict the deductibility of losses realized, and expenses incurred, by the AlphaKeys Fund through its interest in the Underlying Fund. An Investor's share of any such losses will be allowed only to the extent of the adjusted basis of the Investor's Class B Interest in the AlphaKeys Fund. Section 163(d) of the Code limits a non-corporate taxpayer's deduction for "investment interest" to the amount of "net investment income," as defined therein. This limitation could apply to limit the deductibility of a non-corporate Investor's indirect share of the AlphaKeys Fund's interest deductions, as well as the deductibility of interest paid by a non-corporate Investor on indebtedness incurred to finance his or her investment in the AlphaKeys Fund. Otherwise allowable deductions in connection with short sales are treated as "investment interest" for purposes of this limitation. In addition, Code Section 163(j) provides that a taxpayer's deduction for net business interest expense (which excludes investment interest -45- CONFIDENTIAL UBSTERRAMAR00003907 EFTA00239239

FOR EXISTING INVESTOR USE ONLY expense) is limited to 30% of adjusted taxable income. There are a number of uncertainties regarding the application of Section I63(j), including its application in the context of tiered partnerships, its application in the context of a partnership with both corporate and non- corporate partners, and its interaction with the Section 163(d) investment interest limitation. Some or all Investors may be affected by this new provision such that interest deductions that would otherwise have been allowable to such Investors are disallowed. Future guidance may provide more clarity on the operation of this rule in the context of funds like the AlphaKeys Fund, but the timing and scope of any such guidance is uncertain. Certain of the AlphaKeys Fund's direct expenses (including the Administrative Fee) will, and it is possible that some or all of the AlphaKeys Fund's allocable share of the Underlying Fund's expenses (including any management or similar fees paid by the Underlying Fund and its share of such fees paid by the Underlying Master Fund) may, be investment expenses rather than trade or business expenses, with the result that any non-corporate Investor (directly or through a partnership or other pass-through entity) will not be entitled to deduct his or her share of such investment expenses for tax years beginning after December 31, 2017 and before January 1, 2026, and otherwise may only be entitled to deduct such expenses to the extent that such share, together with such non-corporate Investor's other miscellaneous itemized deductions, exceeds 2% of such non-corporate Investor's adjusted gross income. Moreover, investment expenses are not deductible in determining income for alternative minimum tax purposes. In addition, for tax years beginning before December 31, 2017 and on or after January I, 2026, in the case of individuals whose adjusted gross income exceeds certain inflation- adjusted thresholds, the aggregate itemized deductions allowable for the year will be reduced by the lesser of (i) 3% of the excess of adjusted gross income over the applicable threshold or (ii) 80% of the aggregate itemized deductions otherwise allowable for the taxable year (determined after giving effect to the 2% limitation described above and any other applicable limitations). As a result of Revenue Ruling 2008-39 (the "Ruling"), it is possible that the IRS will treat the Underlying Fund as an investor in securities and other assets even if the Underlying Master Fund is properly treated as a trader in securities and other assets. In the Ruling, the IRS concludes that, in certain circumstances, which are generally applicable to a "fund of funds" structure, an upper tier partnership whose activities consist solely of acquiring, holding, and disposing of interests in several lower tier partnerships will not be deemed to be engaged in a trade or business solely as a result of the trade or business conducted by the lower tier partnership and that the fees paid by the upper tier partnership constitute miscellaneous items deductions subject to limitations described above. The Ruling does not clearly address the treatment of the upper tier partnership and management fees charged by the upper tier partnership in a "master feeder" structure. If this structure is within the rationale of the Ruling, the expenses charged at the Underlying Fund level will be treated as miscellaneous itemized deductions subject to limitations described above. Expenses that are attributable to the offering and sale of interests in the AlphaKeys Fund must be capitalized and cannot be deducted or amortized. The AlphaKeys Fund will be deemed to have made an election to amortize organizational expenses over a 180-month period for tax purposes unless the AlphaKeys Fund timely elects to capitalize such expenses. Prospective -46- CONFIDENTIAL UBSTERRAMAR00003908 EFTA00239240

FOR EXISTING INVESTOR USE ONLY Investors are urged to consult their own tax advisors with regard to these and other limitations on their ability to deduct losses and expenses with respect to the AlphaKeys Fund. Passive Activity Rules. The Code restricts the deductibility of losses from a "passive activity" against certain income not derived from a passive activity. This restriction applies to individuals, personal service corporations and certain closely held corporations. Pursuant to temporary Treasury Regulations, income or loss derived by the AlphaKeys Fund from the securities portfolio of the Underlying Fund and the Underlying Master Fund generally will not constitute income or loss from a passive activity. Therefore, passive losses from other sources generally could not be deducted against an Investor's share of such income and gain. However, there can be no assurance in this regard and it is possible that some or all of the income of the AlphaKeys Fund may constitute passive income or loss. Excess Business tosses. Under current law, taxpayers other than corporations are not permitted to deduct "excess business losses," very generally defined to be net losses attributable to trades or business of the taxpayer that exceed certain threshold amounts. In the case of partnerships, the limitation is applied at the partner level and each partner must take into account its allocable share of partnership income, gain, deductions and losses from trades or businesses of the partnership for purposes of calculating its excess business loss, if any. The limitation on deductibility of excess business losses is applied after the limitation on passive losses described above. The limitations on deductions of "excess business losses" may limit the deductibility of certain of the AlphaKeys Fund's losses. Any losses disallowed as a result of this limitation may be carried forward to future years, subject to certain limitations. U.S. Tax-Exempt Investors. Tax-exempt organizations are generally subject to U.S. federal income tax on a net basis on their unrelated business taxable income ("UBTI"). UBTI is defined generally as any gross income derived by a tax-exempt organization from an unrelated trade or business that it regularly carries on, less the deductions directly connected with that trade or business. Notwithstanding the foregoing, UBTI generally does not include any dividend income, interest income (or certain other categories of passive income) or capital gains recognized by a tax-exempt organization so long as such income is not debt-financed, as discussed below. UBTI also includes certain insurance income derived by controlled foreign corporations if a tax-exempt organization is a United States shareholder with respect to such corporation. A tax-exempt entity deriving gross income characterized as UBTI that exceeds $1,000 in any taxable year is obligated to file a federal income tax return, even if it has no liability for that year as a result of deductions against such gross income, including an annual $1,000 statutory deduction. The exclusion from UBTI for dividends, interest (or other passive income) and capital gains does not apply to income from "debt-financed property," which is treated as UBTI to the extent of the percentage of such income that the average acquisition indebtedness with respect to the property bears to the average tax basis of the property for the taxable year. Gain attributable to the sale of previously debt-financed property continues to be subject to these rules for 12 months after any acquisition indebtedness is satisfied. If the AlphaKeys Fund, the Underlying Fund or the Underlying Master Fund incurs acquisition indebtedness, a tax-exempt U.S. Investor would be deemed to have acquisition indebtedness equal to its allocable portion of -47- CONFIDENTIAL UBSTERRAMAR00003909 EFTA00239241

FOR EXISTING INVESTOR USE ONLY such acquisition indebtedness. If a tax-exempt U.S. Investor incurs indebtedness to acquire its Class B Interest, such indebtedness generally would also be treated as acquisition indebtedness. As a result of recent changes to the Code, UBTI is generally required to be calculated separately for each unrelated trade or business of a tax-exempt investor, which may limit the ability of a tax-exempt investor to offset its unrelated business taxable income or losses, if any, attributable to an investment made by the AlphaKeys Fund or the Underlying Fund against its unrelated business taxable income or losses from certain of its other activities (including, potentially, another investment made by the AlphaKeys Fund or the Underlying Fund). There continues to be uncertainty regarding these rules and tax-exempt investors should consult their own tax advisors regarding such recent changes and its effect on their investment in the AlphaKeys Fund. The Underlying Fund Memorandum provides that a portion of the Underlying Fund's income may be treated as UBTI, and therefore the AlphaKeys Fund may generate UBTI as well (which will be significant if the Underlying Fund generates significant UBTI, as it has in previous years). The potential for having income characterized as UBTI may have a significant effect on any investment by a tax-exempt entity in the AlphaKeys Fund and may make investment in the AlphaKeys Fund unsuitable for some tax-exempt entities. Tax-exempt entities (including IRAs) are responsible for paying any required federal taxes as a result of deriving UBTI. UBTI generated from this investment may also be subject to state and local taxes. Investors that are tax-exempt entities (including IRAs) are responsible for any tax filings and related costs referred to above. Tax-exempt Investors should consult their own tax advisors regarding all aspects of UBTI. Withdrawal of Investors. In general, when an Investor withdraws from the AlphaKeys Fund, the withdrawing Investor will recognize gain only as and after the cash (or certain marketable securities) distributed upon withdrawal exceeds the Investor's adjusted tax basis in its Class B Interest. A withdrawing Investor that receives only cash on a complete withdrawal from the AlphaKeys Fund will recognize a loss to the extent that its adjusted tax basis in its Class B Interest exceeds such cash. Any such loss may be recognized only after such Investor has received full payment in respect of its withdrawal amount. If an Investor withdraws less than its entire Class B Interest, the Investor will not recognize a loss, if any, until its Class B Interest is completely withdrawn. Any capital gain or loss recognized will be short-term, long- term, or some combination of both, depending upon the timing of the Investor's contributions to the AlphaKeys Fund. Moreover, in connection with a withdrawal from the AlphaKeys Fund, an Investor will generally recognize ordinary income or loss attributable to the Investor's indirect share of certain assets of the AlphaKeys Fund described in Section 751(c) of the Code. In addition, Investors will generally recognize ordinary income or loss in connection with a withdrawal from the AlphaKeys Fund as a result of the Underlying Fund's and Underlying Master Fund's mark- to-market election. Investors should consult their own tax advisors about the character of any gain or loss recognized on withdrawal from the AlphaKeys Fund. -48- CONFIDENTIAL UBSTERRAMAR00003910 EFTA00239242

FOR EXISTING INVESTOR USE ONLY As discussed above, the AlphaKeys Fund may specially allocate items of taxable income and gain or loss and deduction to a withdrawing Investor. This special allocation to or from a withdrawing Investor could result in Investors (including the withdrawing Investor) receiving more or less items of income, gain, deduction or loss (and/or income, gains, deductions or losses of a different character) than they would receive in the absence of such allocations. Adjustments to Basis of AlphaKeys Fund Assets. The AlphaKeys Fund Agreement authorizes the Administrator in its capacity as the Manager to make an election to adjust the tax basis of the AlphaKeys Fund's assets in the event of a transfer of a Class B Interest or of certain distributions by the AlphaKeys Fund. The Underlying Fund Documents contain similar provisions. Such election to adjust tax basis, once made, cannot be revoked without the consent of the IRS. Because of the complexity and added expense of the tax accounting required to implement such election, the Administrator, on behalf of the AlphaKeys Fund, and the Underlying Fund Manager on behalf of the Underlying Fund (according to the Underlying Fund Memorandum), presently do not intend to make this election. In certain circumstances, however, the AlphaKeys Fund or the Underlying Fund, or both, may be required to reduce the tax basis of their assets as a result of a transfer of a Class B Interest or as a result of certain distributions. Transferors and transferees of Class B Interests, and Investors making withdrawals from the AlphaKeys Fund, will in certain circumstances be required to provide information to the Administrator to enable the AlphaKeys Fund to comply with this requirement. Information Returns and Schedules. Investors will be furnished information on Schedule K-1 for preparation of their respective U.S. federal income tax returns. The furnishing of such information is subject to, among other things, the timely receipt by the AlphaKeys Fund of information from the Underlying Fund. It is expected that the AlphaKeys Fund's Schedule K-ls will most likely not be available prior to April 15 (and may be available significantly later than April 15) and, accordingly, Investors would need to obtain extensions for the filing of their individual tax return. Audits. The Administrator, in its capacity as the Manager of the AlphaKeys Fund, or an affiliate thereof, will be designated as the AlphaKeys Fund's "tax matters partner" and/or "partnership representative." The tax treatment of income and deductions of the Underlying Fund generally will be determined at the Underlying Fund level in a single proceeding, which the tax matters partner or partnership representative of the Underlying Fund will control, rather than by individual audits of the members of the Underlying Fund, including the AlphaKeys Fund. Similarly, the tax treatment of income and deductions of the AlphaKeys Fund generally will be determined at the AlphaKeys Fund level in a single proceeding, which the Administrator as tax matters partner and/or partnership representative of the AlphaKeys Fund will control, rather than by individual audits of the Investors of the AlphaKeys Fund. If the IRS audits the Underlying Fund's or the AlphaKeys Fund's tax returns, however, an audit of the Investors' own returns may result. Under partnership audit procedures which generally apply to taxable years of a partnership beginning on or after January 1, 2018 (unless the partnership elects to apply the rules for an earlier year), upon an audit of the AlphaKeys Fund, any adjustments to items of income, gain, loss, deduction or credit of the AlphaKeys Fund (and any Investor's distributive -49- CONFIDENTIAL UBSTERRAMAR00003911 EFTA00239243

FOR EXISTING INVESTOR USE ONLY share thereof), shall be determined at the partnership level, and, unless certain elections are made, the AlphaKeys Fund will be liable for paying an imputed underpayment of tax based on such adjustments and associated penalties and interest. Adjustments reallocating the distributive share of an item from one Investor to another will not be netted; instead, the imputed underpayment of tax in that case will be calculated without taking into account the decrease in an Investor's share of income or gain or the increase in an Investor's share of deduction or credit. Any imputed underpayment of tax generally would be assessed in the year the adjustment is finalized rather than the audited year and the amount of such tax generally would be determined using the highest statutory rates, ignoring Investor-level attributes. As a result, some or all of the Investors (including, without limitation, Investors who were not Investors during the audited year) might economically bear a greater amount of imputed tax (and associated penalties and interest) than the tax they would have borne if the adjustment had passed through to the Investors. Under certain circumstances, the AlphaKeys Fund might be able to demonstrate that the imputed underpayment of tax should be reduced with respect to specific Investors. Establishing such a reduction might require that Investors file amended returns, and pay tax, interest and penalties. There can be no guarantee that the AlphaKeys Fund will be able to (or if it is able to, will choose to) take any such actions to reduce the imputed underpayment of tax. Alternatively, the AlphaKeys Fund could elect to have taxes (and any associated interest and penalties) in respect of adjustments assessed and collected at the Investor level by issuing statements of adjustment to the persons who were Investors during the audited year. In such case, the audited year Investors would be required to pay any additional tax attributable to their share of such adjustments as an additional tax for the taxable year in which the statements are provided. Investors may be required to pay interest (at an increased rate) and penalties as a result of such adjustments. There can be no guarantee that the AlphaKeys Fund will or will not make such an election, or that such an election, if made, would not result in a greater economic cost for a particular Investors. The partnership audit rules will also apply to an audit of the Underlying Fund. While the Treasury Department has issued proposed and temporary final Treasury Regulations implementing these rules, there continues to be substantial uncertainty regarding certain aspects of the rules and their interpretation and future guidance is expected. All Investors should consult their own tax advisers regarding possible implications of these rules. Reporting and Listing Requirements. A direct or indirect participant in any "reportable transaction" may be required to disclose certain information in respect of such participation and such transaction to the IRS on IRS Form 8886. For purposes of the disclosure rules, a partner, in certain cases, may be treated as a participant in a reportable transaction in which its partnership participates. It is possible that the Underlying Fund and/or the AlphaKeys Fund will participate in one or more reportable transactions, and the AlphaKeys Fund and certain or all of the Investors may be required to report these transactions on IRS Form 8886. In addition, a withdrawal from the AlphaKeys Fund will be reportable by the withdrawing Investor if the Investor recognizes a loss on the withdrawal that equals or exceeds an applicable threshold amount. Failure to comply with the reporting requirements gives rise to substantial penalties. Certain states, including New York, may also have similar disclosure requirements. Investors should consult their tax advisors to determine whether filing Form 8886 in accordance with the disclosure rules is required. In addition, if the AlphaKeys Fund engages in certain tax shelter -50- CONFIDENTIAL UBSTERRAMAR00003912 EFTA00239244

FOR EXISTING INVESTOR USE ONLY transactions, tax-exempt investors may be subject to additional tax and reporting requirements. Prospective Investors are urged to consult their own tax advisors with regard to these rules. FATCA. Very generally and with limited exceptions, pursuant to Section 1471 through 1474 of the Code and any current and future guidance thereunder ("FATCA"), if an investor fails to meet certain requirements, including information, diligence and/or reporting requirements, that are mandated by FATCA, certain U.S. source income and potentially certain non-U.S. source income attributable to such investor will, in general, be subject to a 30% withholding tax. The U.S. source income with respect to which the 30% withholding applies includes interest (including original issue discount), whether or not the interest would qualify as "portfolio interest", dividends, compensation and gross proceeds realized upon the sale or other disposition of any property which can produce U.S. source interest or dividends ("Withholdable Payments"). The withholding tax is currently in effect with respect to payments other than gross proceeds and is expected to be in effect with respect to withholding on gross proceeds beginning after December 31, 2018. The AlphaKeys Fund will withhold at a 30% rate on Withholdable Payments (and potentially on payments of non-U.S. source income) attributable to an Investor if the Investor fails to provide the AlphaKeys Fund with sufficient information, certification or documentation that is required under FATCA, including information, certification or documentation necessary for the AlphaKeys Fund to (i) determine if the Investor is a non-U.S. Investor or a U.S. Investor and, if it is a non-U.S. Investor, if the non-U.S. Investor has "substantial United States owners" and/or is in compliance with (or meets an exception from) FATCA requirements and (ii) comply with the withholding requirements of FATCA. The AlphaKeys Fund, the Underlying Fund and the Underlying Master Fund may disclose the information, certifications or documentation provided by investors to the IRS, the Treasury or other parties as necessary to comply with FATCA. Furthermore, the Underlying Master Fund will be subject to a 30% withholding tax with respect to Withholdable Payments and potentially certain non-U.S. source income if it fails to timely enter into and continue to comply with a valid agreement with the Secretary of the Treasury in which the Underlying Master Fund agrees to obtain and verify certain information from each of its investors and comply with annual reporting requirements with respect to certain direct or indirect U.S. investors ("FFI Agreement"), if applicable, does not comply with the requirements of an applicable intergovernmental agreement and any implementing non-U.S. laws and regulations, or does not otherwise qualify for an exception from the foregoing requirements. In this respect, the Cayman Islands and the United States on November 29, 2013 entered into an intergovernmental agreement with respect to FATCA implementation (the "Cayman IGA"), under which the Underlying Master Fund may be required to obtain and provide to the Cayman Islands government certain information from each of its investors and meet certain other requirements. If the Underlying Master Fund complies with its obligations under the Cayman IGA, the Underlying Master Fund generally will not be subject to withholding under FATCA (and, for the avoidance of doubt, will not be required to enter into an FFI Agreement). Notwithstanding the foregoing, such withholding tax may still be applicable unless each applicable member of the same expanded affiliated group, if any, as the Underlying Master Fund also enters into and complies with the FFI Agreement, applicable intergovernmental agreement or qualifies for an exception. The economic returns from the -51- CONFIDENTIAL UBSTERRAMAR00003913 EFTA00239245

FOR EXISTING INVESTOR USE ONLY Underlying Master Fund may be significantly reduced as a result of withholding tax unless it complies with or satisfies an exemption from the requirements described above. Any investor (including the Underlying Fund) that fails to provide the Underlying Master Fund with the required information could, generally, be subject to the 30% withholding tax on the U.S. source payments described above and, possibly, on a portion of non-U.S. source payments, and in some cases, the Underlying Master Fund could require an investor to withdraw from the Underlying Fund. The scope of some of the requirements of and exceptions from FATCA are complex and remain potentially subject to material changes resulting from additional IRS guidance. Investors are urged to consult their advisers about the FATCA rules (some but not all of which are described above) that may be relevant to their investment in the AlphaKeys Fund. In addition, certain other countries have passed or may in the future pass legislation similar to FATCA, which may impact the AlphaKeys Fund, the Underlying Fund, the Underlying Master Fund and the Investors. All Investors are urged to consult their advisers about the implication of the FATCA requirements or the implications of legislation similar to FATCA for the AlphaKeys Fund and the Investors. Medicare Contribution Tax. The Code imposes a 3.8% Medicare contribution tax on the "net investment income" (as defined in Section 1411 of the Code and the regulations thereunder) of individuals whose income exceeds certain threshold amounts and of certain trusts and estates under similar rules. Investors are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in the AlphaKeys Fund. Certain Federal Tax Considerations for Non-U.S. Investors. The U.S. federal income tax treatment of a nonresident alien, non-U.S. corporation, non-U.S. partnership, non-U.S. estate or non-U.S. trust, each a "non-U.S. investor," investing in the AlphaKeys Fund is complex and will vary depending upon the circumstances and activities of the non-U.S. investor, the AlphaKeys Fund, the Underlying Fund, and the Underlying Master Fund. An investment in the AlphaKeys Fund may cause such non-U.S. investors to be subject to a withholding tax, tax on a net basis and to be required to file U.S. federal income tax returns (and could also subject such person to U.S. state and local tax and return filing requirements). Each non-U.S. investor is urged to consult with its own tax advisor regarding the U.S. and non-U.S. tax treatment of an investment in the AlphaKeys Fund. Implications of Non-U.S. Investments Certain non-U.S. investments of the Underlying Fund and the Underlying Master Fund, including investments in "controlled foreign corporations" and "passive foreign investment companies" ("PFICs") may cause an Investor to recognize taxable income prior to the AlphaKeys Fund's receipt of distributable proceeds, pay an interest charge on receipts that are deemed to have been deferred or recognize ordinary income that otherwise would have been treated as capital gain. -52- CONFIDENTIAL UBSTERRAMAR00003914 EFTA00239246

FOR EXISTING INVESTOR USE ONLY The Underlying Fund and the Underlying Master Fund may make investments that subject the AlphaKeys Fund and/or the Investors directly or indirectly to taxation and/or tax-filing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non-U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdictions, and could result in taxation on net income attributed to the jurisdiction if the AlphaKeys Fund were considered to be conducting a trade or business in the applicable country through a permanent establishment or otherwise. Such non- U.S. taxes and/or tax filing obligations may be reduced or eliminated by applicable income tax treaties, although Investors should be aware that the AlphaKeys Fund may not be entitled to claim reduced withholding rates on non-U.S. taxes or may choose not to assert any such claim. The tax consequences to Investors may depend in part on the activities and investments of the AlphaKeys Fund, as well as the Underlying Fund and the Underlying Master Fund. Accordingly, the AlphaKeys Fund will be limited in its ability to avoid adverse non-U.S. tax consequences resulting from the AlphaKeys Fund's underlying investments. Furthermore, some Investors may not be eligible for certain or any treaty benefits. Subject to applicable limitations, an Investor may be entitled to claim, for U.S. federal income tax purposes, a credit for its allocable share of certain non-U.S. income taxes incurred by the AlphaKeys Fund, including certain withholding taxes, so long as such non-U.S. tax qualifies as a creditable income tax under the applicable Treasury Regulations. Alternatively, an Investor may be able to deduct (subject to certain limitations) its share of such non-U.S. taxes for U.S. federal income tax purposes. In general, Investors that are U.S. persons may be required to report to the IRS transfers of property or cash by the Underlying Fund to a non-U.S. corporation or partnership (such as the Underlying Master Fund), in exchange for interests in such non-U.S. entities and may be required to file information returns with the IRS with respect to non-U.S. investments made by the Underlying Fund and the Underlying Master Fund. Investors that are U.S. persons may also be subject to filing requirements with respect to the AlphaKeys Fund's investment in a non-U.S. corporation classified as a PFIC regardless of the size of the Investor's investment. Investors should consult with their own tax advisers with respect to this new reporting requirement and any other reporting requirement that may apply. For additional information regarding the tax considerations of non-U.S. investments, including Cayman Islands tax considerations that may apply to an investment in the AlphaKeys Fund, Investors are strongly urged to refer to "Certain Tax Matters Relating to an Investment in Millennium USA" and "Certain Tax Matters Relating to the Master Partnership" in Appendix A and to consult with their own tax advisers. State and Local Tax Considerations In addition to the U.S. federal income tax consequences described above, prospective Investors should consider the potential state and local tax consequences of an investment in the AlphaKeys Fund. In particular, Investors may be subject to state and local taxes in jurisdictions in which the Underlying Fund, the Underlying Master Fund or the AlphaKeys Fund acquires certain investments or conducts its activities and may be required to file tax returns in those jurisdictions. In certain jurisdictions, the Underlying Fund, the Underlying Master Fund and/or the AlphaKeys Fund may be required to withhold certain state and/or local or other taxes on behalf of Investors. State and local tax laws may differ from U.S. federal income tax laws with -53- CONFIDENTIAL UBSTERRAMAR00003915 EFTA00239247

FOR EXISTING INVESTOR USE ONLY respect to the treatment of specific items of income, gain, loss, deduction and credit. Prospective Investors should consult their tax advisors with respect to the state, local and non- U.S. tax consequences of an investment in the AlphaKeys Fund. Future Changes in Tax Law Legislation was passed in the United States at the end of 2017 that has resulted in significant and complicated changes to the Code. Such changes may affect the manner in which the AlphaKeys Fund, the Underlying Fund and the Investors are taxed in the United States. There are significant uncertainties regarding the interpretation and application of those recent legislative changes. Additional guidance is expected; however, the timing, form, scope and content of such guidance are not known. In addition, other legislation could be enacted which could substantially affect how the AlphaKeys Fund and the Investors are taxed. Prospective investors should consult their own tax advisors regarding the status of any such proposed changes and the effect, if any, on their investment in the AlphaKeys Fund. For additional information regarding the taxation of the AlphaKeys Fund, the Underlying Fund and the Underlying Master Fund, investors are strongly urged to refer to "Certain Tax Matters Relating to an Investment in Millennium USA" and "Certain Tax Matters Relating to the Master Partnership" in the Underlying Fund Memorandum. Importance of Obtaining Professional Advice The foregoing analysis is not intended as a substitute for careful tax planning. Accordingly, prospective Investors in the AlphaKeys Fund are strongly urged to consult their tax advisors with specific reference to their own situations regarding the possible tax consequences of an investment in the AlphaKeys Fund. -54- CONFIDENTIAL UBSTERRAMAR00003916 EFTA00239248

FOR EXISTING INVESTOR USE ONLY VII. CERTAIN ERISA AND OTHER CONSIDERATIONS The following section sets forth certain issues and consequences under ERISA, Section 4975 of the Code and the Plan Assets Rules, which a fiduciary of a "Benefit Plan Investor" (as defined in the Plan Assets Rules and described below) who has investment discretion (a "Fiduciary") should consider before deciding to invest such Benefit Plan Investor's assets in the AlphaKeys Fund. Furthermore, all potential Investors should read the following disclosure because it describes certain possible limitations on the operation of the AlphaKeys Fund that may result from participation in the AlphaKeys Fund by Benefit Plan Investors. The following summary is not intended to be complete, but only to address certain questions under ERISA, the Code and the Plan Assets Rules relating to an investment in the AlphaKeys Fund. The term "Benefit Plan Investor" is defined under the Plan Assets Rules and generally includes (i) "employee benefit plans" (as defined in Section 3(3) of ERISA) that are subject to the fiduciary responsibility provisions of ERISA, (ii) "plans" (as defined in Section 4975(eX I) of the Code) that are subject to Section 4975 of the Code, and (iii) entities that are deemed to be holding the assets of such an "employee benefit plan" or "plan" for purposes of ERISA and/or Section 4975 of the Code (but only to the extent of the percentage of the equity interests in such entity that are held by Benefit Plan Investors). ERISA and the Code impose certain duties on persons who are Fiduciaries of Benefit Plan Investors. Under these rules, any person who exercises any discretionary authority or control over the management or disposition of the assets of a Benefit Plan Investor, or renders investment advice for a fee, directly or indirectly, is a Fiduciary with respect to the Benefit Plan Investor. The Administrator will require a Benefit Plan Investor which proposes to invest in the AlphaKeys Fund to represent that it, and any Fiduciaries responsible for such Benefit Plan Investor's investments, are aware of and understand the AlphaKeys Fund's investment objective, policies and strategies and that the decision to invest "plan assets" in the AlphaKeys Fund was made with appropriate consideration of relevant investment factors with regard to the Benefit Plan Investor and is consistent with the duties and responsibilities imposed upon Fiduciaries with regard to their investment decisions under ERISA and/or the Code. Section 406 of ERISA and Section 4975 of the Code prohibit a Benefit Plan Investor from engaging in certain transactions involving "plan assets" with parties that are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to the Benefit Plan Investor, unless the transaction is covered by a statutory exemption or a class or private exemption issued by the Department of Labor. Certain prospective Benefit Plan Investors may currently maintain relationships with the Administrator or other entities which are affiliated with the Administrator. Each of such persons may be deemed to be a party in interest or disqualified person to and/or a Fiduciary of any Benefit Plan Investor to which it provides investment management, investment advisory or other services. ERISA prohibits (and the Code penalizes) the use of "plan assets" for the benefit of a party in interest and also prohibits (or penalizes) a Fiduciary from using its position to cause a Benefit Plan Investor to make an investment from which it or certain third parties in which such Fiduciary has an interest would receive a fee or other consideration. Benefit Plan Investors should consult with their own counsel to determine if participation in the AlphaKeys Fund is a transaction which is prohibited by ERISA or the Code. Except with respect to the assets of any Investor used to purchase the Interests in the AlphaKeys Fund which are -55- CONFIDENTIAL UBSTERRAMAR00003917 EFTA00239249

FOR EXISTING INVESTOR USE ONLY invested as part of the Investor's participation in the UBSFS Advisory Program, Fiduciaries of Benefit Plan Investors will be required to represent that the decision to invest in the AlphaKeys Fund was made by them as Fiduciaries (independent of such affiliated persons), that such Fiduciaries are duly authorized to make such investment decision and that they have not relied on any individualized advice or the recommendation of such affiliated persons, as a primary basis for the decision to invest in the AlphaKeys Fund. The Plan Assets Rules provide when the assets of an entity such as the AlphaKeys Fund will be deemed to include "plan assets" as a result of an investment therein by Benefit Plan Investors. The Plan Assets Rules generally provide, in relevant part, that the underlying assets of an entity (that is neither a publicly-offered security nor a security issued by a company registered under the Investment Company Act) in which a Benefit Plan Investor makes an equity investment will be deemed, for purposes of ERISA, to be assets of the investing Benefit Plan Investor, unless (i) interests in each class of equity interests of the entity held by Benefit Plan Investors are not considered "significant" (as determined under the Plan Assets Rules) or (ii) the entity qualifies as an "operating company" (as defined in the Plan Assets Rules). Under the Plan Assets Rules, equity participation in an entity will be considered "significant" on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value of any class of its equity interests is held in the aggregate by Benefit Plan Investors (calculated after disregarding the value of any equity interests held by non-Benefit Plan Investors (or any affiliates thereof) who either (i) have discretionary authority or control with respect to the assets of the entity, or (ii) provide direct or indirect investment advice to the entity for a fee). The Administrator will use reasonable efforts to limit investment in each class of Interests in the AlphaKeys Fund by Benefit Plan Investors to a level that would not be considered "significant" (as defined in the Plan Assets Rules), in order to prevent the AlphaKeys Fund from being treated as holding "plan assets" (within the meaning of the Plan Assets Rules) subject to ERISA and/or Section 4975 of the Code. If at any time the Administrator determines that equity participation in the AlphaKeys Fund by Benefit Plan Investors would be considered "significant" (as defined in the Plan Assets Rules), the Administrator will be permitted to cause one or more Benefit Plan Investors to withdraw or reduce their Interests to the extent necessary so that equity participation in the AlphaKeys Fund by Benefit Plan Investors would not be considered "significant" (as defined in the Plan Assets Rules). For the avoidance of doubt, the Administrator will treat all tranches or series (or sub-classes or sub-series thereof) in each designated class of the AlphaKeys Fund as constituting single classes of equity interests for purposes of the Plan Assets Rules; however the Plan Assets Rules do not specify what constitutes a "class" of equity interests, and there is no guarantee that the U.S. Department of Labor would treat the tranches or series (or sub- class, sub-tranche or sub-series) within a class as a single class of equity interests for purposes of the Plan Assets Rules. If the assets of the AlphaKeys Fund were determined to be "plan assets" under the Plan Assets Rules, there could be a number of adverse consequences under ERISA and the Code. For example, (i) if the AlphaKeys Fund were to engage in a transaction with a "party in interest" or "disqualified person" with respect to any Benefit Plan Investor investing in the AlphaKeys Fund which is not exempt under ERISA and/or the Code (such as borrowing from an entity which is an -56- CONFIDENTIAL UBSTERRAMAR00003918 EFTA00239250

FOR EXISTING INVESTOR USE ONLY affiliate of the sponsor of the Benefit Plan Investor or the leasing of property to an affiliate of a sponsor of the Benefit Plan Investor), the transaction would be prohibited under ERISA and/or the Code (and therefore subject to rescission), and such affiliate, the trustee of the Benefit Plan Investor and the Administrator could be subject to sanctions; (ii) under ERISA, the trustee of a Benefit Plan Investor (that is subject to ERISA) will be subject to liability for any losses arising from a breach of fiduciary duty, except where the breach is caused by a Fiduciary who is an appointed investment manager or who is specifically named in the plan document governing the Benefit Plan Investor; (iii) the Administrator could be deemed to be a Fiduciary of investing Benefit Plan Investors and the trustee of such Benefit Plan Investors that are subject to ERISA could be liable for losses because of the delegation of investment discretion to the Administrator without the benefit of an investment management agreement or plan designation; and (iv) any Fiduciary that exercises discretion to cause such Benefit Plan Investor to invest in the AlphaKeys Fund could be liable as a co-Fiduciary. A BENEFIT PLAN INVESTOR AND ITS FIDUCIARY MUST CONSULT THEIR OWN LEGAL AND FINANCIAL ADVISORS BEFORE INVESTING IN THE ALPHAKEYS FUND AND FULLY INFORM THEMSELVES AS TO ALL PAYMENTS MADE IN CONNECTION WITH THE OPERATION OF THE ALPHAKEYS FUND. BY INVESTING IN THE ALPHAKEYS FUND, THE FIDUCIARY SIGNIFIES ITS INFORMED CONSENT TO ALL SUCH PAYMENTS BY THE ALPHAKEYS FUND TO THE RECIPIENTS THEREOF AND TO THE RISKS INVOLVED IN INVESTING IN THE ALPHAKEYS FUND. The foregoing statements regarding the consequences under ERISA, the Code and the Plan Assets Rules of an investment in the AlphaKeys Fund, are based on the provisions of ERISA, the Code and the Plan Assets Rules as currently in effect and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will make the foregoing statements incorrect or incomplete. ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF A BENEFIT PLAN INVESTOR IS IN NO RESPECT A REPRESENTATION BY THE ADMINISTRATOR OR ANY OTHER PARTY RELATED TO THE ALPHAKEYS FUND THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR BENEFIT PLAN INVESTOR OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR BENEFIT PLAN INVESTOR. THE FIDUCIARY WITH INVESTMENT DISCRETION OVER THE ASSETS OF A BENEFIT PLAN INVESTOR SHOULD CONSULT WITH ITS LEGAL AND FINANCIAL ADVISORS AS TO THE PROPRIETY OF AN INVESTMENT IN THE ALPHAKEYS FUND IN LIGHT OF THE CIRCUMSTANCES OF SUCH BENEFIT PLAN INVESTOR. Employee benefit plans that are not subject to the requirements of ERISA or Section 4975 of the Code may be subject to similar rules under other applicable laws or documents, and should consult their own legal and financial advisors as to the propriety of an investment in the AlphaKeys Fund. -57- CONFIDENTIAL UBSTERRAMAR00003919 EFTA00239251

FOR EXISTING INVESTOR USE ONLY VIII. REGULATORY CONSIDERATIONS Securities Act of 1933 The offer and sale of Class B Interests in the AlphaKeys Fund will not be registered under the 1933 Act, in reliance upon the exemption from registration provided by Section 4(aX2) thereof and Regulation D promulgated thereunder. Each purchaser must be an Accredited Investor (unless otherwise permitted by law) and will be required to represent, among other customary private placement representations, that it is acquiring its interests in the AlphaKeys Fund for its own account for investment purposes only and not with a view to resale or distribution. Investment Company Act of 1940 The AlphaKeys Fund will not be subject to the provisions of the 1940 Act, in reliance upon Section 3(cX7) thereof. Section 3(cX7) excludes from the definition of "investment company" any issuer whose outstanding securities are owned exclusively by Qualified Purchasers. A Qualified Purchaser includes: (i) a natural person who owns not less than $5,000,000 in investments, (ii) a natural person or company, acting for its own account or the accounts of other Qualified Purchasers, who owns/invests on a discretionary basis not less than $25,000,000 in investments, and (iii) certain trusts. The Investor Application and the AlphaKeys Fund Agreement will each contain representations and restrictions on transfer designed to assure that the conditions of Section 3(cX7) will be met. Investment Advisers Act of 1940 The Administrator is registered as an investment adviser under the Advisers Act. U.S. Commodity Exchange Act The AlphaKeys Fund may indirectly through the Underlying Fund invest in commodity interests. The Administrator is registered with the CFTC and the NFA as a "commodity pool operator" and its status may be verified via the NFA's Background Affiliation Status Information Center (BASIC) at www.nfa.futures.org/basicnet. All investors in the AlphaKeys Fund must be "qualified eligible persons" as defined in applicable CFTC rules. The CFTC does not pass upon the merits of participating in a pool or upon the adequacy or accuracy of an offering memorandum. Consequently, the CFTC has not reviewed or approved this Memorandum or any offering in connection therewith. U.S. Bank Holdins Company Act The Administrator is, for purposes of the BHC Act, a subsidiary of UBS, which is subject to supervision and regulation by the Federal Reserve. It is not expected that UBS will be deemed to control the AlphaKeys Fund for purposes of the BHC Act. There can be no assurance that the bank regulatory requirements applicable to UBS will not likewise apply to the AlphaKeys Fund and therefore have a material adverse effect on the AlphaKeys Fund and its operations. For example, such regulations could require the AlphaKeys Fund to dispose of its investment in the Underlying Fund earlier than anticipated by the Administrator or the dissolution of the AlphaKeys -58- CONFIDENTIAL UBSTERRAMAR00003920 EFTA00239252

FOR EXISTING INVESTOR USE ONLY Fund earlier than anticipated by the Administrator, potentially having a negative impact on the returns of the AlphaKeys Fund. The Administrator, UBS and the AlphaKeys Fund may be able to rely on other statutory and regulatory provisions in order to maintain compliance with the BHC Act to the extent applicable to the AlphaKeys Fund. The Administrator reserves the right to rely on any such applicable exemptions and to take all reasonable steps deemed necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Administrator to comply with the BHC Act, including, without limitation, refraining from voting on matters presented by the Underlying Fund and, if permitted, disposing of all or any portion of the AlphaKeys Fund's investment in the Underlying Fund or any portfolio company that does not conform to BHC Act requirements. The BHC Act and Federal Reserve regulations and interpretations thereunder may be amended over the term of the AlphaKeys Fund, which could also result in further restrictions on the activities or investments of the AlphaKeys Fund. _59_ CONFIDENTIAL UBSTERRAMAR00003921 EFTA00239253

FOR EXISTING INVESTOR USE ONLY IX. ANTI-MONEY LAUNDERING REGULATIONS As part of the AlphaKeys Fund's responsibility to comply with regulations aimed at the prevention of money laundering, the Administrator and its affiliates may require a detailed verification of an Investor's identity, any beneficial owner underlying the account and the source of the Investor's subscription payment. The AlphaKeys Fund, the Administrator, and the Sub-Administrator reserve the right to request such information as is necessary to verify the identity of a subscriber and the underlying beneficial owners of a subscriber's or an Investor's Class B Interest in the AlphaKeys Fund. In the event of delay or failure by the subscriber or Investor to produce any information required for verification purposes, the AlphaKeys Fund, the Administrator, and/or the Sub-Administrator may refuse to accept a subscription or may cause the withdrawal of such Investor from the AlphaKeys Fund. The AlphaKeys Fund, the Administrator , and/or the Sub-Administrator may suspend the payment of withdrawal proceeds of an Investor if the AlphaKeys Fund, the Administrator, and/or the Sub- Administrator reasonably deem it necessary to do so to comply with anti-money laundering regulations applicable to the AlphaKeys Fund, the Administrator or any of the AlphaKeys Fund's other service providers. Each Investor will be required to make such representations to the Administrator as the Administrator will require in connection with such anti-money laundering programs, including, without limitation, representations to the Administrator that such Investor is not a prohibited country, territory, individual or entity listed on the U.S. Department of Treasury Office of Foreign Assets Control ("OFAC") website and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such Investor will also represent to the Administrator that amounts contributed by it to the AlphaKeys Fund were not directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including, without limitation, anti-money laundering laws and regulations. -60- CONFIDENTIAL UBSTERRAMAR00003922 EFTA00239254

FOR EXISTING INVESTOR USE ONLY X. ADDITIONAL INFORMATION Independent Auditors and Legal Counsel Ernst & Young LLP serves as the independent auditors of the AlphaKeys Fund. Its principal business address is 5 Times Square, New York, New York 10036. The Administrator may replace the auditors in its discretion. Ropes & Gray LLP, New York, New York, will act as counsel to the AlphaKeys Fund, the Administrator and their affiliates in connection with this offering of Class B Interests. In connection with this offering of Class B Interests and ongoing advice to the AlphaKeys Fund, the Administrator and their affiliates, Ropes & Gray LLP will not be representing the Investors of the AlphaKeys Fund. No independent counsel has been retained to represent Investors of the AlphaKeys Fund and the terms of this offering have not been negotiated on an arm's length basis. Ropes & Gray LLP's representation of the AlphaKeys Fund, the Administrator and their affiliates is limited to those specific matters upon which it has been consulted. There may exist other matters which would have a bearing on the AlphaKeys Fund and/or the Administrator or any of their affiliates upon which Ropes & Gray LLP has not been consulted. Ropes & Gray LLP does not undertake to monitor the compliance of the AlphaKeys Fund or the Administrator with the investment program, valuation procedures and other guidelines set out herein, nor does it monitor compliance with applicable laws. Additionally, Ropes & Gray LLP relies upon information furnished to it by the AlphaKeys Fund and/or the Administrator, and does not investigate or verify the accuracy and completeness of information set out herein concerning the AlphaKeys Fund or the Administrator, other service providers and their affiliates and personnel. Custodian/Escrow Agent The Bank of New York Mellon (the "Custodian") serves as the primary custodian of the assets of the AlphaKeys Fund, and may maintain custody of such assets with domestic and non-U.S. securities depositories, clearing agencies and sub-custodians (which may be banks or other financial institutions) identified to the Administrator. Assets of the AlphaKeys Fund and Millennium Fund are not held by the Administrator or commingled with the assets of other accounts other than to the extent that securities are held in the name of a custodian with a sub- custodian or in a securities depository, clearing agency or omnibus customer account of such custodian. The Custodian's principal business address is 240 Greenwich Street, New York, New York 10286. The AlphaKeys Fund has also entered into an Escrow Agreement with BNY Mellon Investment Servicing (US) Inc. -61- CONFIDENTIAL UBSTERRAMAR00003923 EFTA00239255

FOR EXISTING INVESTOR USE ONLY Inquiries Inquiries concerning the AlphalCeys Fund and Class B Interests in the AlphaKeys Fund, including information concerning purchase and withdrawal procedures, should be directed to: AlphaKeys Millennium Fund, L.L.C. Alternative Investments US 1285 Avenue of the Americas New York, New York 10019 All potential Investors in the AlphaKeys Fund are encouraged to consult appropriate legal and tax counsel. -62- CONFIDENTIAL UBSTERRAMAR00003924 EFTA00239256

FOR EXISTING INVESTOR USE ONLY Appendix A - CONFIDENTIAL MEMORANDUM OF THE UNDERLYING FUND This Appendix A contains (i) the Confidential Memorandum of Millennium USA LP, as amended from time to time (with respect to Class GG and I-II Interests) and (ii) the Confidential Memorandum of Millennium Partners, L.P., as amended from time to time (collectively, the "Underlying Fund Memorandum"). Each prospective Investor should carefully review the Underlying Fund Memorandum. The information included in the Underlying Fund Memorandum, including, without limitation, the terms of the AlphaKeys Fund's investment into the Underlying Fund and the risks associated therewith, was obtained from the Underlying Fund Manager. Such information has not been prepared by or independently verified by, and does not necessarily reflect the views or opinions of, the AlphaKeys Fund, UBSFS, the Administrator or any of their respective affiliates, and none of the foregoing makes any representation or warranty with respect to, or shall be responsible for, the accuracy or completeness of such information. Descriptions of any rights, benefits and effects described in the Underlying Fund Memorandum will inure to the benefit of, and/or apply to, the AlphaKeys Fund as a whole and not to the Investors. Purchasers of Class B Interests will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund, will have no voting rights in the Underlying Fund and will have no standing or recourse against any of the Underlying Fund, the Underlying Fund Manager, their respective affiliates or any of their respective general partners, investment advisors, officers, directors, employees, partners or members. Currently, the AlphaKeys Fund anticipates investing only in Underlying Fund Interests. There can be no assurance that the Underlying Fund will achieve its investment objective. The return for an Investor in the Underlying Fund will depend on the timing and actual amount invested in the Underlying Fund and the performance thereof, as well as the timing and amount of capital contributed to the Underlying Fund and held in Temporary Investments and the performance thereof. An Investor in the AlphaKeys Fund may suffer significant losses. Any losses by the AlphaKeys Fund will be borne solely by the Investors and not by the Administrator or its affiliates. A-1 CONFIDENTIAL UBSTERRAMAR00003925 EFTA00239257

FOR EXISTING INVESTOR USE ONLY millennium CONFIDENTIAL MEMORANDUM (Part One) Relating to (lass CC Interests and (lass 1111 Interests of MILLENNIUM USA LP THIS CONFIDENTIAL MEMORANDUM IS COMPRISED OF TWO PARTS, WHICH MUST BE READ TOGETHER. THIS PART ONE CONTAINS INFORMATION SPECIFIC TO CLASS GG INTERESTS AND CLASS HH INTERESTS OF MILLENNIUM USA LP, INCLUDING THE TERMS OF INVESTMENT IN MILLENNIUM USA LP AND ITS ORGANIZATION AND STRUCTURE. PART TWO CONTAINS INFORMATION SPECIFIC TO MILLENNIUM PARTNERS, L.P., INCLUDING ITS INVESTMENT ACTIVITIES, IN WHICH THE MAJORITY OF THE ASSETS OF MILLENNIUM USA LP ARE INVESTED. OTHER THAN SUCH TERMS CONTAINED IN THIS CONFIDENTIAL MEMORANDUM THAT ARE SPECIFIC TO CLASS GG INTERESTS AND CLASS HH INTERESTS, ALL OTHER DISCLOSURES CONTAINED HEREIN ARE APPLICABLE TO ALL LIMITED PARTNERS OF MILLENNIUM USA LP. General Partner: Millennium Management LLC 666 Fifth Avenue, 8th Floor New York, New York 10103-0899 Telephone: (212) 841-4100 October 2018 CONFIDENTIAL UBSTERRAMAR00003926 EFTA00239258

FOR EXISTING INVESTOR USE ONLY PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS, EITHER DIRECTLY OR INDIRECTLY, THROUGH ITS INVESTMENT IN MILLENNIUM PARTNERS, L.P. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. This Confidential Memorandum relates to an offering of: Class GG interests (the "Class GG Offered Interests"), and Class HH interests (the "Class HH Offered Interests," and together with the Class GG Offered Interests, the "Offered Interests") of Millennium USA LP, a Delaware limited partnership ("Millennium USA"). The Offered Interests of each class generally have the same rights and characteristics, except that the Class HH Offered Interests do not participate in gains and losses from "new issues" (as such term is defined by the Financial Industry Regulatory Authority) and activities that Millennium Management LLC ("Millennium Management") determines are related thereto. The Offered Interests generally may only be withdrawn at such times and on such notice as is specified below under "Millennium USA's Organization, Management, Structure, and Operations — Withdrawal Rights." The Offered Interests are suitable only for sophisticated investors (i) that do not require immediate liquidity for their investments, (ii) for which an investment in Millennium USA does not constitute a complete investment program and (iii) that fully understand and are willing to assume the risks involved in Millennium USA's investment program. Millennium USA's investment practices, by their nature, may be considered to involve a substantial degree of risk. (See "Certain Risk Factors Relating to Millennium USA" and "Millennium USA's Investment Program and Strategy"). Millennium USA carries out its investment and trading activities primarily by investing in Millennium Partners, L.P. (the "Master Partnership"), a Cayman DOC ID- 29147063.5 CONFIDENTIAL UBSTERRAMAR00003927 EFTA00239259

FOR EXISTING INVESTOR USE ONLY Islands exempted limited partnership initially organized in 1989 as a Delaware limited partnership. Notwithstanding the foregoing, it may also trade and invest part of its capital for its own account. Prospective purchasers should carefully read this Confidential Memorandum in its entirety (including both this Part One, which discusses Class GG Interests and Class HH Interests of Millennium USA, and Part Two, which discusses the Master Partnership). The contents of this Confidential Memorandum, however, should not be considered legal or tax advice and each prospective purchaser should consult with its own counsel and advisers as to all matters concerning an investment in Millennium USA. There will be no public offering of the Offered Interests. No offer to sell (or solicitation of an offer to buy) will be made in any jurisdiction in which such offer or solicitation would be unlawful. 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, the Master Partnership and/or their respective affiliates (collectively, "Fund Information") have been provided solely for the information of the person to whom it has been delivered on behalf of Millennium USA and may not be reproduced, distributed or used for any other purpose by or on behalf of such person. By accepting any Fund Information, each prospective purchaser agrees that any reproduction or distribution of Fund Information, in whole or in part, or the disclosure of its contents, without the prior written consent of Millennium Management, is prohibited, and that it will keep confidential any Fund Information and will use this Confidential Memorandum and other Fund Information solely for the purposes of evaluating a possible investment, or its continued investment, in Millennium USA. Notwithstanding anything herein to the contrary, each prospective purchaser (and each employee, representative or other agent of such prospective purchaser) may disclose to any and all persons, without limitation of any kind, (i) the tax treatment and tax structure of Millennium USA and of any transactions described herein, as well as (ii) all materials of any kind (including opinions or other tax analyses) that are provided to the investor relating to such tax treatment and tax structure, it being understood that "tax treatment" and "tax structure" do not include the name or the identifying information of Millennium USA or the parties to a transaction. For this purpose, "tax treatment and structure" is limited to facts relevant to the tax treatment of the transactions of Millennium USA and does not include information relating to the identity of any partner (other than Millennium Management), its affiliates, agents or advisors. Each person accepting this Confidential Memorandum and any other written Fund Information agrees to return any such documentation to Millennium USA promptly upon request by Millennium Management. THIS CONFIDENTIAL MEMORANDUM IS ACCURATE AS OF ITS DATE, AND NO REPRESENTATION OR WARRANTY IS MADE AS TO ITS CONTINUED ACCURACY AFTER SUCH DATE. As part of its responsibility for the prevention of money laundering, Millennium USA (and any person acting on its behalf) reserves the right to require such information as is necessary to DOC ID- 29147063.5 CONFIDENTIAL UBSTERRAMAR00003928 EFTA00239260

FOR EXISTING INVESTOR USE ONLY verify the identity of a prospective purchaser, limited partner, or any beneficial owner underlying the account of a prospective purchaser or a limited partner, and the source of any payment by or on behalf of a prospective purchaser or a limited partner. In the event of delay or failure by a prospective purchaser or limited partner to produce any information required for verification 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 WRITTEN MATERIALS SPECIFICALLY APPROVED BY MILLENNIUM MANAGEMENT. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION OR GIVE ANY INFORMATION WITH RESPECT TO THE OFFERED INTERESTS, EXCEPT THE INFORMATION CONTAINED HEREIN. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS MUST RELY UPON THEIR OWN EXAMINATION OF MILLENNIUM USA AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE OFFERED INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND IN COMPLIANCE WITH THE TERMS OF THE ORGANIZATIONAL DOCUMENTS OF MILLENNIUM USA. PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS MUST REPRESENT THAT THEY ARE ACQUIRING THE OFFERED INTERESTS FOR INVESTMENT AND NOT FOR RESALE. EACH PROSPECTIVE PURCHASER IS INVITED TO MEET WITH REPRESENTATIVES OF MILLENNIUM MANAGEMENT TO DISCUSS WITH, ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM SUCH PERSONS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OF THE OFFERED INTERESTS, AND TO OBTAIN ANY ADDITIONAL INFORMATION, INCLUDING MILLENNIUM USA'S HISTORICAL PERFORMANCE INFORMATION, TO THE EXTENT NECESSARY FOR A PROSPECTIVE PURCHASER TO MAKE AN INFORMED INVESTMENT DECISION. NOTWITHSTANDING THE FOREGOING, A PROSPECTIVE PURCHASER IS NOT ENTITLED TO RELY ON ANY SUCH ADDITIONAL INFORMATION CONCERNING MILLENNIUM USA, THE OFFERING OF INTERESTS OR MILLENNIUM MANAGEMENT IF SUCH ADDITIONAL INFORMATION IS NOT IN WRITING, AND EACH PROSPECTIVE PURCHASER IS INVESTING SOLELY ON THE BASIS OF THIS CONFIDENTIAL DOC ID- 29147063.5 CONFIDENTIAL UBSTERRAMAR00003929 EFTA00239261

FOR EXISTING INVESTOR USE ONLY MEMORANDUM, THE PARTNERSHIP AGREE 1ENT (AS DEFINED HEREIN) AND SUCH OTHER WRITTEN INFORMATION. * * DOC ID- 29147063.5 -iv- CONFIDENTIAL UBSTERRAMAR00003930 EFTA00239262

FOR EXISTING INVESTOR USE ONLY TABLE OF CONTENTS PART ONE: INFORMATION RELATING TO THE OFFERING AND MILLENNIUM USA LP Summary of Part One of the Confidential Memorandum 1 The Partnership 15 Interests Offered; Terms of the Offering 15 Certain Risk Factors Relating to Millennium USA 19 Suitability Requirements; Limitations on Transferability of Interests of Millennium USA 24 Millennium USA's 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 Agreement 38 Certain Tax Matters Relating to an Investment in Millennium USA 43 ERISA Considerations 60 Anti-Money Laundering Considerations 64 Millennium USA's Fiscal Year 66 Millennium USA's Legal Counsel 66 Millennium USA's Independent Public Accountants 66 Appendix Ito Part One: Description of Additional Classes PART Two: INFORMATION RELATING TO MILLENNIUM PARTNERS, L.P. Sununary of Part Two of the Confidential Memorandum II-1 The Fund's Investment Program and Strategy II-8 The Master Partnership's Organization 11-9 Certain Risk Factors Relating to an Investment in the Fund II-11 The Fund's Management. Structure and Operations II-46 The Fund's Investment Program and Description: Eligible Investments II-51 The Fund's Investment Program and Description: Investment Strategies and Techniques 11-52 The Fund's Investment Program and Description: Brokerage I1-58 The Fund's Investment Program and Description: Leverage and Loans II-61 The Fund's Risk Management Program II-61 The Master Partnership's Fees and Expenses II-62 Related-Party Transactions and Other Accounts; Conflicts 11-64 Certain Tax Matters Relating to the Master Partnership II-72 Certain Legal and Regulatory• Matters Relating to the Fund II-74 The Master Partnership's Fiscal Year 11-77 The Master Partnership's Independent Public Accountants II-78 DOC ID- 29147063.5 I-1 CONFIDENTIAL UBSTERRAMAR00003931 EFTA00239263

FOR EXISTING INVESTOR USE ONLY Summary of Part One of the Confidential Memorandum (Information Relating to Millennium USA LP) The following is a summary of certain information set forth more fully in the Eighth Amended and Restated Limited Partnership Agreement, as it may be amended from time to time (the "Partnership Agreement"), or elsewhere in this Confidential Memorandum of Millennium USA LP ("Millennium USA"). This summary should be read in conjunction with, and is qualified in its entirety by, such detailed information and the other sections of this Confidential Memorandum, including the sections entitled "Certain Risk Factors Relating to Millennium USA" and "Certain Tax Matters Relating to an Investment in Millennium USA," as well as Part Two of this Confidential Memorandum. In the event that any information in this summary contradicts the Partnership Agreement, the Partnership Agreement will control. The Partnership: Interests Offered: DOC ID- 29147063.5 Millennium USA is a Delaware limited partnership formed in November 1997. Millennium USA primarily invests its capital in Millennium Partners, L.P. (the "Master Partnership"). For a more detailed description of Millennium USA and its investment strategy, see "The Partnership" and "Millennium USA's Investment Program and Strategy," below. For a description of the Master Partnership, see Part Two of this Confidential Memorandum. Investors in Millennium USA are referred to herein as the "Limited Partners." The Limited Partners, together with Millennium Management LLC, the general partner of Millennium USA ("Millennium Management"), are referred to herein as the "Partners." Millennium Management is also the general partner of the Master Partnership. This Confidential Memorandum relates to an offering of Class GG interests (the "Class GG Offered Interests") and Class HH interests (the "Class HH Offered Interests," and together with the Class GG Offered Interests, the "Offered Interests") of Millennium USA. The Offered Interests of each class generally have the same rights and characteristics, except that the Class HH Offered Interests do not participate in gains and losses from "new issues" (as such term is defined by the Financial Industry Regulatory Authority) and activities that Millennium Management determines are related thereto. I-1 CONFIDENTIAL UBSTERRAMAR00003932 EFTA00239264

FOR EXISTING INVESTOR USE ONLY All offers are made subject to the approval of Millennium Management, and Millennium USA may cease offering the Offered Interests at any time without notice. The minimum initial subscription for an investment in Millennium USA is $5,000,000 and subsequent subscriptions may be made in $500,000 increments. Millennium Management may, in its sole discretion, permit Millennium USA to accept subscriptions of lesser amounts or establish different minimums in the future. Millennium Management reserves the right to reject a subscription in its sole and absolute discretion. Offered Interests generally will be sold only as of the first business day of a calendar month; monies received prior to the first business day of a calendar month will be held by Millennium USA or its agent and a prospective purchaser will not earn any interest on such monies or any return based on Millennium USA's performance during the period prior to the first business day of such month. In the sole and absolute discretion of Millennium Management, subscriptions may be accepted after the first business day of a calendar month, including, without limitation, because the prospective purchaser's subscription agreement and supporting documentation were not deemed to be complete by Millennium Management, in its sole discretion, on the first business day or because Millennium USA receives the prospective investor's subscription monies subsequent to the first business day. If Millennium Management elects, in its sole discretion, to accept a subscription subsequent to the first business day of a calendar month, for whatever reason, the subscription will be deemed by Millennium Management, in its sole discretion, to have been invested on the first business day of such calendar month at the relevant subscription price on such day. In such a situation, the prospective investor will, unless otherwise agreed by Millennium Management, be subject to an interest charge at a daily rate determined by Millennium USA for the portion of the month preceding the date that subscription monies are received or the date Millennium Management determines, in its sole discretion, that the subscription agreement of such investor was complete, as applicable, which will be assessed against the Offered Interests of the applicable Limited Partner. See "Interests Offered; Terms of the Offering — Interests Offered." For purposes of this Confidential Memorandum, a business day is any day, Monday through Friday, on which banks in New York City are open for business. DOC ID- 29147063.5 1-2 CONFIDENTIAL UBSTERRAMAR00003933 EFTA00239265

FOR EXISTING INVESTOR USE ONLY Purchaser Qualifications: The Offered Interests generally are intended only for prospective purchasers that are "qualified purchasers" (as such term is defined in Section 2(aX51) of the Investment Company Act of 1940, as amended), are taxable U.S. investors, and are persons for which such an investment is otherwise appropriate. As a condition to the acceptance of any subscription for Offered Interests, each prospective purchaser will be required to complete, to the satisfaction of Millennium Management and SS&C Financial Services LLC, herein referred to as the "Administrator," a signed subscription agreement ("Subscription Agreement") certifying these and other matters, making certain representations and agreeing to certain terms in a form to be provided by Millennium Management. (See "Interests Offered; Terms of the Offering — Interests Offered.") Millennium Management reserves the right to reject a subscription in its sole and absolute discretion. If a subscription is rejected, the unused subscription monies will be returned, without interest, at the risk and cost of the prospective purchaser, to the prospective purchaser's account from which the monies were originally remitted. Millennium USA's The investment objective of Millennium USA is to achieve Investment Program and above-average appreciation by opportunistically trading and Strategy: investing in a wide variety of securities, instruments, and other investment opportunities and engaging in a broad array of trading and investment strategies. THERE ARE NO SUBSTANTIVE LIMITS ON THE INVESTMENT STRATEGIES THAT MAY BE PURSUED BY MILLENNIUM USA. See "Millennium USA's Investment Program and Strategy" and the entirety of Part Two of this Confidential Memorandum. As discussed in "Millennium USA's Investment Program and Strategy," Millennium USA carries out its investment and trading activities primarily by investing in the Master Partnership, but it also may trade and invest part of its capital for its own account, when presented with investment opportunities that are appropriate for it and its investors but that may be inappropriate or not optimal (for tax or other reasons) for other direct or indirect investors in the Master Partnership. Similarly, such other investors may have the benefit of investments inappropriate or not optimal for Millennium USA. For these reasons, returns among Millennium USA and other DOC ID- 29147063.5 1-3 CONFIDENTIAL UBSTERRAMAR00003934 EFTA00239266

FOR EXISTING INVESTOR USE ONLY Certain Risk Factors: "New Issues": Sales Charees: DOC ID- 29147063.5 investment funds that invest in the Master Partnership will to some degree (and potentially materially) differ. Millennium USA may directly engage in any investment activities in which the Master Partnership engages (as more fully described in Part Two of this Confidential Memorandum). The investment program of the Master Partnership, and therefore of Millennium USA, involves significant risks, including the Master Partnership's reliance upon Millennium Management and portfolio managers selected by Millennium Management, limitations on withdrawals, the use of leverage, trading in derivative instruments and conflicts of interest related to investment opportunities and business activities among the Master Partnership's affiliates and their management. Prospective purchasers are urged to carefully review the sections titled "Certain Risk Factors Relating to Millennium USA" below and "Certain Risk Factors Relating to an Investment in the Master Partnership" in Part Two of this Confidential Memorandum. The Class HH Offered Interests (as well as certain other previously issued and outstanding classes) will not participate in gains and losses from "new issues" and activities that Millennium Management determines are related thereto. Policies with respect to the allocation of gains and losses from new issues and activities that Millennium Management determines are related thereto may be revised by Millennium Management at any time without prior notice to Limited Partners. (See "Interests Offered; Terms of the Offering— Treatment of New Issues.") Unless otherwise previously disclosed to an investor, there will be no sales charges payable to Millennium USA or Millennium Management in connection with the offering of Offered Interests to that investor. To the extent that any such charges are applicable and paid from an investor's funds, the investor's actual investment in the Offered Interests will be reduced. Millennium Management or its affiliates may enter into, and have from time to time entered into, agreements with placement agents providing for payment by Millennium Management or its affiliates of a portion of subscription amounts, or providing for ongoing payments based on a percentage of the Incentive Allocation due to Millennium Management that is attributable to the interests of an investor introduced by such placement agent or the payment of other amounts to the placement agents. 1-4 CONFIDENTIAL UBSTERRAMAR00003935 EFTA00239267

FOR EXISTING INVESTOR USE ONLY Limitations on As described below under "Suitability Requirements; Transferability: Limitations on Transferability of Interests of Millennium USA," each investor will be required to agree that (i) no Offered Interests, nor any interest therein, may be pledged, assigned, hypothecated, sold, exchanged or transferred (each, a "Transfer") without the prior consent of Millennium Management, which consent may be withheld in its sole discretion, or made subject to such conditions as may be imposed by Millennium Management in its sole discretion, and (ii) prior to considering any request to permit a transfer of Offered Interests, Millennium Management may require the submission by the proposed transferee of a certification as to the matters discussed in that section under "— Suitability Requirements" as well as such other documents, representations or undertakings as Millennium Management and/or the Administrator, as applicable, considers appropriate. Transferred interests generally will be deemed to have been sold and purchased as of the date of the transfer for all purposes, including calculating the Incentive Allocation (as defined herein), unless otherwise agreed to by Millennium Management, in its sole discretion. Millennium Management will not consent to any Transfer other than a Transfer (i) in circumstances in which the tax basis of the Offered Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor, (ii) to members of such Partner's immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account (each, a "Permissible Transfer"), unless Millennium Management determines that the proposed Transfer will not cause Millennium USA to be treated as a "publicly traded partnership" taxable as a corporation for Federal tax purposes. Without limiting the foregoing, unless otherwise agreed to by Millennium Management, Millennium Management generally does not expect to consent to any Transfer (other than a Permissible Transfer) unless the Transfer (i) is between existing limited partners effective as of the beginning of the next fiscal quarter after 65 days' prior written notice to Millennium USA and the Administrator, and (ii) is based on the net asset value of the Offered Interests being transferred as of the effective date of the Transfer. NN it lid raw al Rights: DOC ID- 29147063.5 CONFIDENTIAL The following is a summary of the withdrawal rights associated with the Offered Interests, which are further described under 1-5 UBSTERRAMAR00003936 EFTA00239268

FOR EXISTING INVESTOR USE ONLY "Millennium USA's Organization, Management, Structure, and Operations — Withdrawal Rights": Offered Interests generally may be withdrawn on either the "Quarterly Withdrawal Schedule" or the "Annual Withdrawal Schedule," each as described below: Quarterly Withdrawal Schedule A Limited Partner may elect to withdraw up to 5% of the net asset value of such Limited Partner's Offered Interests as of the end of any calendar quarter (a "Quarterly Withdrawal") by providing written notice at least 90 days and no more than 180 days prior to the end of the applicable calendar quarter (a "Quarterly Withdrawal Date"). In addition, if as a result of Quarterly Withdrawals (whether or not consecutive) the net asset value of a Limited Partner's Offered Interests is equal to 5% or less of its aggregate subscription amounts for Offered Interests, a Limited Partner may withdraw the balance of such Offered Interests by providing written notice at least 90 days and no more than 180 days prior to the end of a calendar quarter. All notices must be provided to both Millennium USA and the Administrator. Annual Withdrawal Schedule A Limited Partner may elect to withdraw the entire net asset value of such Limited Partner's Offered Interests over a five (5) year period by making five consecutive annual withdrawal requests, with proceeds paid on a calendar quarterly basis within each such annual period as set forth in the table below (each annual period, an "Annual Withdrawal Period," and each calendar quarter end withdrawal date within an Annual Withdrawal Period, an "Annual Withdrawal Schedule Date"). A Limited Partner may elect to commence an Annual Withdrawal Period as of any calendar quarter, but such Annual Withdrawal Period does not have to coincide with a calendar year. A Limited Partner electing to withdraw Offered Interests pursuant to the Annual Withdrawal Schedule must provide written notice to both Millennium USA and the Administrator at least 90 days and no more than 180 days (i) prior to the First Annual Withdrawal Schedule Date of the First Annual Withdrawal Period and (ii) prior to the First Annual Withdrawal Schedule Date of each subsequent Annual Withdrawal Period. During each Annual Withdrawal Period, withdrawal amounts will be calculated based on the net asset value of such Limited DOC ID- 29147063.5 I-6 CONFIDENTIAL UBSTERRAMAR00003937 EFTA00239269

FOR EXISTING INVESTOR USE ONLY Partner's Offered Interests as of each Annual Withdrawal Schedule Date (excluding the net asset value of any additional Offered Interests subscribed for or otherwise received following the commencement of the Annual Withdrawal Schedule) as follows: First Annual Withdrawal Schedule Date; Percentage of NAV Second Annual Withdrawal Schedule Date; Percentage of NAV Third Annual Withdrawal Schedule Date; Percentage of NAV Fourth Annual Withdrawal Schedule Date; Percentage of NAV First Annual Withdrawal Period I/20th (5.00%) 1/19th (approx. 5.26%) 1/18th (approx. 5.56%) I/17th (approx. 5.88%) Second Annual Withdrawal Period I/16th (6.25%) 1/15th (approx. 6.67%) 1/14th (approx. 2.14%) 1/13'h (approx. 7.69%) Third Annual Withdrawal Period I/12th (approx. 8.33%) 1/11th (approx. 9.09.4) 1/10th (10.00%) I/9th (approx. 11.11%) Fourth Annual Withdrawal Period 118'h (12.50%) I/7'h (approx. 14.29%) 1/6th (approx. 16.67%) 1/56 (20.00%) Fifth Annual Withdrawal Period I/46 (25.00%) 1/314 (approx. 33.33%) 1/2 (50.00%) 1/1 (100%) If a Limited Partner on the Annual Withdrawal Schedule does not make five consecutive annual requests, or does not provide timely notice for an Annual Withdrawal Period, any future withdrawal pursuant to the Annual Withdrawal Schedule will be treated as starting a new First Annual Withdrawal Period and will be subject to all applicable terms and requirements (including required annual notices) of the Annual Withdrawal Schedule. In addition, if a Limited Partner on the Annual Withdrawal Schedule subscribes for or otherwise receives additional Offered Interests during an Annual Withdrawal Period, any future withdrawal request pursuant to the Annual Withdrawal Schedule as to such additional Offered Interests will start with a new First Annual Withdrawal Period and will be subject to all applicable terms and requirements (including required annual notices) of the Annual Withdrawal Schedule. Notwithstanding the foregoing, a Limited Partner that has made consecutive Quarterly Withdrawals of 5% of such Limited Partner's Offered Interests and then elects to transition as of the following calendar quarter end to an Annual Withdrawal DOC ID- 29147063.5 1-7 CONFIDENTIAL UBSTERRAMAR00003938 EFTA00239270

FOR EXISTING INVESTOR USE ONLY Schedule will receive credit for the number of consecutive 5% Quarterly Withdrawals only as follows: • A Limited Partner that has made at least four but fewer than eight consecutive 5% Quarterly Withdrawals may elect to commence on the Annual Withdrawal Schedule beginning with the Second Annual Withdrawal Period. • A Limited Partner that has made at least eight consecutive 5% Quarterly Withdrawals may elect to commence on the Annual Withdrawal Schedule beginning with the Third Annual Withdrawal Period. A Limited Partner electing to transition from the Quarterly Withdrawal Schedule to the Annual Withdrawal Schedule in accordance with the foregoing must provide prior written notice to both Millennium USA and the Administrator at least 90 days and no more than 180 days prior to the First Annual Withdrawal Schedule Date, provided that such First Annual Withdrawal Schedule Date must be one full calendar quarter following such Limited Partner's last 5% Quarterly Withdrawal. A Limited Partner may only request a withdrawal of Offered Interests as of any calendar quarter end with the requisite notice pursuant to either the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule, and not both schedules. A Limited Partner is entitled to no more than one (1) withdrawal of Offered Interests per calendar quarter pursuant to either the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule, and no more than four (4) withdrawals per 12-month period. General Withdrawal requests are irrevocable upon receipt by Millennium USA, subject to Millennium Management's sole discretion to permit revocation in whole or in part; provided that Millennium Management determines that such action will not cause Millennium USA or the Master Partnership to be treated as a "publicly traded partnership" taxable as a corporation for Federal tax purposes. Withdrawal requests received outside of the specified notice period for a particular Quarterly Withdrawal Date or Annual Withdrawal Schedule Date will be deemed null and void and will not be honored. In addition, a withdrawal request received for an amount in excess of the maximum amount permitted to DOC ID- 29147063.5 1-8 CONFIDENTIAL UBSTERRAMAR00003939 EFTA00239271

FOR EXISTING INVESTOR USE ONLY be withdrawn will be honored only to the extent of such maximum amount, and the request as to the excess amount will be deemed null and void and will not be honored. Millennium Management may, in its sole and absolute discretion, permit a withdrawal of Offered Interests at intervals, in amounts and pursuant to such notice terms other than those set forth above or convert Offered Interests into interests of another class with substantially the same rights and characteristics if it determines that such a withdrawal or conversion would be permitted by applicable law; provided that Millennium Management determines that such action will not cause Millennium USA or the Master Partnership to be treated as a "publicly traded partnership" taxable as a corporation for Federal tax purposes. Millennium USA generally will pay 95% of the withdrawal payment within 30 days following the applicable withdrawal date (whether pursuant to the Quarterly Withdrawal Schedule or the Annual Withdrawal Schedule) and generally will withhold 5% of any withdrawal payment pending closing of Millennium USA's books and reconciliation of the amounts due for the quarter (in each case, computed on the basis of unaudited data as of the withdrawal date, and subject to any applicable reserves or holdbacks). However, if a withdrawal date coincides with a date as of which Millennium USA's financial statements are audited, the balance of the withdrawal payment will generally be made, subject to audit adjustments, after completion of the audit. If the amount of a withdrawal exceeds 90% of the aggregate value of the Limited Partner's Offered Interests (after taking into account any adjustments made in connection with the audit) immediately prior to the applicable withdrawal date, then Millennium USA generally will withhold from the withdrawal payment 10% of the aggregate value. The balance will be paid (subject to audit adjustments), within 30 days after the completion of the next audit of Millennium USA, subject to any applicable reserves or holdbacks. Balances held until following the completion of an audit, if any, will be paid with interest calculated from the applicable withdrawal date until the payment date at the average (calculated weekly) per annum short-term (13-week) Treasury Bill rate. DOC ID- 29147063.5 1-9 CONFIDENTIAL UBSTERRAMAR00003940 EFTA00239272

FOR EXISTING INVESTOR USE ONLY Millennium Management may, in its discretion, elect to withhold smaller amounts than those described above or to accelerate the repayment of withheld balances. Limitation on Millennium Management may, in its discretion, hold back a Withdrawals: Compulsory portion of the withdrawal proceeds payable to a Limited Partner Withdrawal: in respect of Offered Interests being withdrawn (whether such withdrawal is voluntary or compulsory) to satisfy contingent or expected liabilities. In addition, withdrawals may be suspended if Millennium Management or the Administrator reasonably deems it appropriate to do so to ensure compliance with applicable anti-money laundering regulations and in such other limited circumstances described herein. See "Millennium USA's Organization, Management, Structure and Operations — Withdrawal Rights" and "- Suspension for Anti-Money Laundering Purposes." A breach of a covenant under an agreement relating to indebtedness or similar obligations of the Master Partnership, could trigger an acceleration of such indebtedness or obligations, reducing or eliminating equity withdrawals from the Master Partnership by Millennium USA. See "Certain Risk Factors Relating to Millennium USA — Limitation on Withdrawals" herein and "Certain Risk Factors Relating to an Investment in the Master Partnership - Certain Market and Investment Risks - Indebtedness" in Part Two of this Confidential Memorandum. Millennium Management reserves the right, subject to applicable law, upon not less than five days' prior written notice (unless Millennium Management determines that it is necessary to reduce such period in order to comply with applicable law or similar requirements), to require any investor to withdraw all or any portion of its interests at any time for any reason or no reason. See "Millennium USA's Organization, Management, Structure, and Operations — Compulsory Withdrawal." Limited Liquidity: DOC ID- 29147063.5 Interests in Millennium USA other than the Offered Interests, and interests in additional feeder funds that also invest into the Master Partnership (collectively, "Other Interests"), generally are significantly more liquid than the Offered Interests. In addition, unlike the Other Interests, the Offered Interests have no special withdrawal right in the event of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal from the general partner of the Master Partnership of Israel A. Englander (a "Trigger Event"). Please see "Certain Risk Factors Relating to Millennium USA" — "Different Terms of Interests" and "Limited Liquidity" for additional information regarding such differences in liquidity and the potential I-10 CONFIDENTIAL UBSTERRAMAR00003941 EFTA00239273

FOR EXISTING INVESTOR USE ONLY implications for holders of Offered Interests. General Partner; Incentive The general partner of Millennium USA is Millennium Allocation: Management. Israel A. Englander is currently the controlling trustee of Millennium Group Management LLC (formerly, Millennium International Management GP LLC), the managing member of Millennium Management. Millennium Management also serves as the general partner of the Master Partnership. Millennium Management and other affiliated entities that participate in the management of the Master Partnership's assets are collectively referred to herein as "Millennium." See "The Master Partnership's Management, Structure and Operations — Management" in Part Two of this Confidential Memorandum for a description of certain control relationships. As described below under "Allocation of Gains and Losses," at the end of each fiscal year of Millennium USA, or at such other date during a fiscal year as of which the following reallocation is required, 20% of the aggregate net capital appreciation of Millennium USA applicable to the Offered Interests will be reallocated to Millennium Management as its incentive allocation (the "Incentive Allocation"). Dissolution of Millennium Millennium Management has the right to compulsorily effect a USA: withdrawal of all issued interests of Millennium USA and/or dissolve Millennium USA at any time (including during a fiscal year), for any reason or for no reason. See "Outline of the Partnership Agreement — Term; Dissolution." Fees and Expenses Relating As described below under "Fees and Expenses Relating to to Millennium USA: Millennium USA," in addition to bearing the Incentive Allocation received by Millennium Management, Millennium USA is, directly, or through its investment in the Master Partnership, responsible for all expenses, without limitation, directly or indirectly, in connection with the operation of Millennium USA, including, without limitation: • all fees and expenses incurred in connection with any transactions, engagements, and other agreements that it enters into on its own behalf, including, among other things, costs and expenses of the Administrator, expenses in connection with the private placement of interests of Millennium USA (other than placement fees, if any); and • a generally pro raw portion of all fees and expenses incurred by Millennium Management and its affiliates with respect to, or in connection with (e.g. through the operation DOC ID- 29147063.5 CONFIDENTIAL UBSTERRAMAR00003942 EFTA00239274

FOR EXISTING INVESTOR USE ONLY of and the provision of services to), the Master Partnership and its affiliates or incurred directly by the Master Partnership or jointly by multiple feeder funds. See "The Master Partnership's Fees and Expenses" in Part Two of this Confidential Memorandum for a description and non- exhaustive list of such expenses, including, without limitation, the following general expense categories: compensation and fringe benefits payable to employees and fees payable to others providing services to the Master Partnership; expenses related to computers, equipment and technology; expenses related to maintaining offices, including leases and fixtures; insurance premiums; expenses related to investment activities; accounting, valuation, audit, tax and legal expenses; fees and expenses paid for the investment advisory services of affiliated entities that participate in the management of the Master Partnership's assets; and other miscellaneous expenses. Millennium generally seeks to allocate expenses among Millennium USA and the other feeder funds, including Millennium International (as defined herein) on a pro rata basis according to the relative values of their interests in the Master Partnership, but a particular expense may be allocated differently if Millennium determines in its discretion that it would be fair and reasonable to do so under the circumstances. In addition, expenses of Millennium that relate to the Master Partnership or Millennium USA as well as other activities of Millennium, including other funds or accounts managed by Millennium, are allocated among the applicable parties in a manner that Millennium determines, in its discretion, to be fair and reasonable under the circumstances. See "Related-Party Transactions and Other Accounts; Conflicts; Allocation of Expenses Among Feeder Funds and Other Accounts" in Part Two of this Confidential Memorandum. Administrator: DOC ID- 29147063.5 (See "Fees and Expenses Relating to Millennium USA" and "Certain Risk Factors Relating to Millennium USA— Compensation of Millennium Management.") Millennium USA has engaged SS&C Financial Services LLC (the "Administrator") to act as its administrator and provide certain administrative and accounting services to Millennium USA. Such services include, among others, (i) the calculation and issuance of the net asset values of Millennium USA (and each class, sub-class and series of Interests thereof) on a monthly basis, based on information provided by Millennium USA and Millennium Management; (ii) the recording of 1-12 CONFIDENTIAL UBSTERRAMAR00003943 EFTA00239275

FOR EXISTING INVESTOR USE ONLY Taxation: ERISA and Other Tax Exempt Entities: Anti-Money Laundering Considerations: DOC ID- 29147063.5 transactions and the reconciliation of cash, positions and transactions between Millennium USA's and the Master Partnership's books and records and their respective trading counterparties, prime brokers and custodians; (iii) the calculation of Millennium USA's profit and loss; (iv) registrar and transfer agency services; 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 as a corporation for federal tax purposes. Such counsel has also rendered its opinion that neither Millennium USA nor the Master Partnership will be treated as a "publicly traded partnership" taxable as a corporation. Accordingly, Millennium USA and the Master Partnership generally should not be subject to federal income tax, and each Limited Partner will be required to report on its own annual tax return such Limited Partner's distributive share of Millennium USA's taxable income or loss. (See "Certain Tax Matters Relating to an Investment in Millennium USA.") Entities subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), may purchase Offered Interests. Investment in Offered Interests by entities subject to ERISA (or other tax-exempt U.S. entities) requires special consideration. Trustees or administrators of such entities are urged to carefully review the matters discussed in this Confidential Memorandum. In particular, Millennium USA may utilize leverage in connection with its trading activities and may engage in certain other activities, which could give rise to "unrelated business taxable income". Millennium USA does not intend to permit investments by "benefit plan investors" (as defined in Section 3(42) of ERISA and any regulations promulgated thereunder) to equal or exceed 25% (or such other percentage as may be specified from time to time in regulations promulgated by the Department of Labor) of the value of any class of equity interests in Millennium USA. (See "ERISA Considerations.") In order to comply with laws and regulations aimed at the prevention of money laundering and terrorist financing, Millennium USA is required to adopt and maintain anti-money laundering procedures, and, accordingly, Millennium USA, or the Administrator on Millennium USA's behalf, may require prospective purchasers or existing Limited Partners to provide 1-13 CONFIDENTIAL UBSTERRAMAR00003944 EFTA00239276

FOR EXISTING INVESTOR USE ONLY evidence to verify their identity, the identity of their beneficial owners and controllers (where applicable), and the source of funds. In the event of delay or failure by a prospective purchaser or a Limited Partner to produce any information required for verification purposes, Millennium USA, or the Administrator on Millennium USA's behalf, may, among other things, refuse to accept the subscription or may effect a compulsory withdrawal of any such Limited Partner from Millennium USA. (See "Anti- Money Laundering Considerations.") DOC ID- 29147063.5 1-14 CONFIDENTIAL UBSTERRAMAR00003945 EFTA00239277

FOR EXISTING INVESTOR USE ONLY PART ONE: INFORMATION SPECIFIC TO THE OFFERING AND MILLENNIUM USA The Partnership This Confidential Memorandum relates to an offering of Class GG interests (the "Class GG Offered Interests") and Class HH interests (the "Class HH Offered Interests," and together with the Class GG Offered Interests, the "Offered Interests") of Millennium USA LP ("Millennium USA"). The Offered Interests generally are intended only for prospective purchasers that are taxable U.S. investors and are persons for which such an investment is otherwise appropriate. Investors in Millennium USA are referred to herein as the "Limited Partners." The Limited Partners, together with Millennium Management LLC, the general partner of Millennium USA ("Millennium Management"), are referred to herein as the "Partners." Millennium Management is also the general partner of the Master Partnership. The Offered Interests, together with all other interests in Millennium USA, are referred to herein as the "Interests." Millennium USA accepts investments from outside investors and primarily invests its capital in Millennium Partners, L.P. (the "Master Partnership") 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 underlying strategies) indirectly through Millennium Offshore Intermediate, L.P., a Cayman Islands exempted limited partnership (the "Intermediate Partnership"), which, in turn, invests all or substantially all of its capital in the Master Partnership. Each of Millennium USA and Millennium International will make separate investments from time to time as discussed below under "Millennium USA's Investment Program and Strategy." Millennium Global Estate LP ("Millennium Global Estate") also invests in the Master Partnership as part of a broader investment strategy. Additional feeder funds that invest into the Master Partnership or into its underlying strategies may be formed in the future. The Master Partnership and its investment program are described in detail in Part Two of this Confidential Memorandum. Interests Offered; Terms of the Offering Interests Offered Certain Characteristics of the Offered Interests. All offers are made subject to the approval of Millennium Management, and Millennium USA may cease offering the Offered Interests at any time without notice. Millennium Management reserves the right to reject a subscription in its sole and absolute discretion. From time to time Millennium USA may limit additional subscriptions, and in such circumstances Millennium Management will determine which subscriptions to accept across prospective and existing investors, in its sole discretion, taking into account such factors as it deems relevant, including potentially other interests of Millennium Management. The Offered Interests of each class generally have the same rights and characteristics, except that the Class HH Offered Interests do not participate in gains and losses from "new issues" (as such term is defined by the Financial Industry Regulatory Authority ("FINRA")) and activities that Millennium Management determines are related thereto. A description of other classes of DOC ID- 29147063.5 1-15 CONFIDENTIAL UBSTERRAMAR00003946 EFTA00239278

FOR EXISTING INVESTOR USE ONLY Interests of Millennium USA that are currently outstanding is set forth in Appendix I attached hereto. Offered Interests generally will be sold only as of the first business day of a calendar month; monies received prior to the first business day of a calendar month will be held by Millennium USA or its agent and a prospective purchaser will not earn any interest on such monies or any return based on Millennium USA's performance during the period prior to the first business day of such month. In the sole and absolute discretion of Millennium Management, subscriptions may be accepted after the first business day of a calendar month, including, without limitation, because the prospective purchaser's subscription agreement and supporting documentation were not deemed to be complete by Millennium Management, in its sole discretion, on the first business day or because Millennium USA receives the prospective purchaser's subscription monies subsequent to the first business day. If Millennium Management elects, in its sole discretion, to accept a subscription subsequent to the first business day of a calendar month, for whatever reason, the subscription will be deemed to have been invested on the first business day of such calendar month at the relevant subscription price on such day. In such a situation, the prospective investor will, unless otherwise agreed by Millennium Management, be subject to an interest charge at a daily rate determined by Millennium Management for the portion of the month preceding the date that subscription monies are received or the date Millennium Management determines, in its sole discretion, that the subscription agreement of such investor was complete, as applicable, which will be assessed against the capital account of the applicable Limited Partner. See "Interests Offered; Terms of the Offering — Interests Offered." For purposes of this Confidential Memorandum, a business day is any day, Monday through Friday, on which banks in New York City are open for business. There will be no public market for the Offered Interests, and they will not be transferable except under certain limited exceptions. (See "Suitability Requirements; Limitations on Transferability of Interests of Millennium USA.") Holders of other direct or indirect interests in Millennium USA or the Master Partnership will have the right to withdraw their interests pursuant to different and more favorable terms than are applicable to holders of the Offered Interests. As a condition to the acceptance of any subscription for Offered Interests, each prospective purchaser will be required to complete, to the satisfaction of Millennium Management and the Administrator (as defined herein), and sign a subscription agreement (a "Subscription Agreement") in a form to be provided by Millennium Management. Each prospective purchaser will be required in the Subscription Agreement to, among other things, (i) make certain representations, covenants and warranties, (ii) agree that Interests of Millennium USA or withdrawal proceeds in respect thereof may be used to offset obligations of the withdrawing Limited Partner and/or its affiliate(s) (to the extent that the withdrawing Limited Partner and such affiliate(s) have the same beneficial owner) to Millennium USA, the Master Partnership or their respective affiliates, (iii) provide certain information about the prospective purchaser to Millennium USA, Millennium Management and the Administrator and (iv) indemnify Millennium USA, Millennium Management, the Administrator and their respective affiliates for losses incurred by them with respect to the prospective purchaser providing false information or misrepresentations. Millennium USA, Millennium Management, and/or the Administrator may DOC ID- 29147063.5 1-16 CONFIDENTIAL UBSTERRAMAR00003947 EFTA00239279

FOR EXISTING INVESTOR USE ONLY also, from time to time, require such additional certifications, representations, and undertakings as they deem appropriate, including representations as to the net worth of a prospective purchaser. Millennium Management, on behalf of the Limited Partners, may select one or more persons (not affiliated with Millennium Management) to serve on a committee as may be established from time to time in the future without prior notice to Limited Partners, the purpose of which is to consider and, on behalf of the Limited Partners, approve or disapprove, to the extent required by applicable law or deemed advisable by Millennium Management, principal transactions, certain other related-party transactions, certain other transactions and matters involving potential conflicts of interest, including without limitation changes in control of Millennium Management and its affiliates. Such committee may approve of such matters prior to or contemporaneous with, or ratify such matters subsequent to, the consummation of such matters. The person(s) so selected may be exculpated and indemnified by Millennium USA in the same manner and to the same extent as Millennium Management. Under the terms of the Subscription Agreement, each holder of Interests agrees to notify Millennium Management and the Administrator promptly in writing if there is any change with respect to any information provided to Millennium Management and/or the Administrator and to provide any additional information reasonably requested by Millennium Management and/or the Administrator. Minimum Subscription. The minimum initial subscription for an investment in Millennium USA is $5,000,000 and subsequent additional subscriptions following an initial investment may be made in $500,000 increments. Millennium Management may, in its sole discretion, accept subscriptions of lesser amounts or establish different minimums in the future. Millennium Management reserves the right to reject a subscription in its sole and absolute discretion. Sales Charges and Commissions. Unless otherwise previously disclosed to an investor, there will be no sales charges payable to Millennium USA or Millennium Management in connection with the offering of Offered Interests to that investor. To the extent any such charges are applicable and paid from an investor's funds, the investor's actual investment in the Offered Interests will be reduced. Millennium Management or its affiliates may enter into, and have from time to time entered into, agreements with placement agents providing for payment by Millennium Management or its affiliates of a portion of subscription amounts, or providing for ongoing payments based on a percentage of the Incentive Allocation due to Millennium Management that are attributable to the Interests of an investor introduced by such placement agent, or the payment of other amounts to the placement agents. Withdrawal Rights. The withdrawal rights of the Offered Interests are described under "Millennium USA's Organization, Management, Structure, and Operations — Withdrawal Rights." Treatment of New Issues. The Class HH Offered Interests (as well as certain other classes of Interests issued and outstanding as set forth in Appendix I (collectively with the Class HH Offered Interests, the "Restricted Classes")) will not participate in gains and losses from "new issues" (as such term is defined by FINRA) and activities that Millennium Management determines are related thereto. DOC ID- 29147063.5 1-17 CONFIDENTIAL UBSTERRAMAR00003948 EFTA00239280

FOR EXISTING INVESTOR USE ONLY Because the Class GG Offered Interests (as well as certain other classes of Interests previously issued and outstanding as set forth in Appendix I (collectively with the Class GG Offered Interests, the "Unrestricted Classes")) will participate in gains and losses from new issues and activities that Millennium Management determines are related thereto, the value of the net assets attributable to such Interests will likely vary from the value of the net assets attributable to Interests of the Restricted Classes. If a Partner in an Unrestricted Class subsequently becomes restricted from the purchase of new issues, the Interest in the Unrestricted Class held by such Partner will be convened into an Interest in the corresponding Restricted Class. Millennium Management reserves the right to vary its policy with respect to the allocation of the gains and losses from new issues and activities that Millennium Management determines are related thereto as it deems appropriate for Millennium USA as a whole, in light of, among other things, interpretations of, and amendments to, FINRA's rules and practical considerations, including administrative burdens and principles of fairness and equity. Net Asset Value. The Administrator issues Millennium USA's and the Master Partnership's net asset value on a monthly basis after performing independent verification and reconciliation of Millennium USA's and the Master Partnership's assets and liabilities, as well as recording of their expenses, and independent checks on valuation. Valuations of publicly traded security positions are compared to market data independently obtained from third party market data providers. Valuations of security positions are compared to information received from third parties, including brokers and independent valuation service providers. Security positions and cash balances are reconciled with Millennium USA's and the Master Partnership's records based upon confirmations or statements that the Administrator independently receives from prime brokers and other financial institutions that hold assets of Millennium USA and the Master Partnership. The procedures performed do not constitute an audit in accordance with auditing standards generally accepted in the United States (although the financial statements of Millennium USA and the Master Partnership are audited in accordance with such standards by their independent auditors on an annual basis, see "Millennium USA's Independent Public Accountants"). The verification and review work conducted by the Administrator does not constitute a 100% verification of the valuation work of Millennium Management. The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and is Millennium Management's estimate of such value using the methodology described in its valuation policies and procedures as they may be amended or revised from time to time. Any valuation of an investment may not reflect the actual amount that would be received by Millennium USA or the Master Partnership upon the liquidation of such investment. In addition, the timing of liquidations of investments may also affect the prices that could be obtained upon such liquidations. Millennium USA and the Master Partnership are entitled to rely, without independent investigation, upon pricing information and valuations furnished to them by third parties, including pricing services. See "Certain Risk Factors Relating to an Investment in the Master Partnership - Certain Market and Investment Risks — Valuation Risk" in Part Two of this Confidential Memorandum. DOC ID- 29147063.5 1-18 CONFIDENTIAL UBSTERRAMAR00003949 EFTA00239281

FOR EXISTING INVESTOR USE ONLY Certain Risk Factors Relating to Millennium USA Risk Factors Relevant to the Master Partnership. Part Two of this Confidential Memorandum contains a description of risk factors relevant to an investment in the Master Partnership. As Millennium USA primarily invests its assets in the Master Partnership, the risk factors described in Part Two of this Confidential Memorandum likewise apply to an investment in Millennium USA and should be carefully reviewed before any investment is made. Different Returns Among Investors in the Master Partnership. Millennium USA carries out its investment and trading activities primarily by investing in the Master Partnership. Millennium USA may trade and invest a portion of its capital for its own account, when presented with investment opportunities that are appropriate for it and its investors, but that may be inappropriate or not optimal (for tax or other reasons) for other direct or indirect investors in the Master Partnership. Similarly, such other investors may have the benefit of investments inappropriate or not optimal for Millennium USA. For these reasons, returns among Millennium USA and other feeder funds that invest in the Master Partnership will to some degree (and potentially materially) differ. Different Terms of Interests. Millennium USA has existing classes of Interests, and may, from time to time, establish additional classes or series of interests, that provide holders of those interests with rights additional to and/or different from (including, without limitation, with respect to fees, allocations, withdrawal rights, transfers, notices, transparency and reporting) the rights attached to the Offered Interests. In addition, and without limitation of the foregoing, different classes of interests may permit a Limited Partner to withdraw on less notice and/or at different times than holders of Offered Interests, and holders of some classes of interests other than the Offered Interests, which will likely constitute a substantial portion of the indirect ownership of the Master Partnership, are entitled to withdrawal upon the occurrence of a key person event or "Trigger Event." Although the principal of Millennium and certain of his affiliates and certain senior officers of Millennium are expected to hold Offered Interests initially, such persons as well as other senior officers and employees of Millennium, and other related parties, currently invest, and are in the future expected to continue to invest, in existing or newly established classes of interests that have such additional and/or different liquidity rights. In addition, Millennium USA may enter into letter agreements or other similar agreements with one or more Limited Partners that provide different rights to certain Limited Partners. In general, Millennium USA will not be required to notify any or all of the Limited Partners of any such new classes or agreements or any of the rights and/or terms or provisions thereof, nor will Millennium USA be required to offer such additional and/or different rights and/or terms to any or all of the existing Limited Partners. (See "Limited Liquidity" below.) Formation of Additional Vehicles. Millennium Management and its affiliates retain the right to organize additional investment vehicles and to advise additional clients. As set forth in the section entitled "Related-Party Transactions and Other Accounts; Conflicts" in Part Two of this Confidential Memorandum, the existence of such additional vehicles or accounts presents a number of conflicts among such vehicles or accounts, Millennium USA and the Master Partnership. Millennium Management and its affiliates will attempt to resolve such conflicts by making allocations and other judgments on a basis that they believe to be fair and equitable under the DOC ID- 29147063.5 1-19 CONFIDENTIAL UBSTERRAMAR00003950 EFTA00239282

FOR EXISTING INVESTOR USE ONLY circumstances, but there can be no guarantee that such actions will reduce or minimize the associated risk. Issuance of Debt or Preferred Securities and Similar Arrangements. Millennium USA or the Master Partnership may, without notice to or consent from existing investors, issue or guarantee classes of preferred equity, debt and convertible debt, or enter into similar arrangements, including letters of credit, or list a class of shares or interests of another feeder fund or other account on an exchange, which provide the holders thereof or parties thereto terms that are different from, and in some cases, preferential to, the terms applicable to the Interests held by existing Limited Partners in Millennium USA or to Millennium USA's interest in the Master Partnership. Such terms could include, among other things, a security interest over certain assets of the Master Partnership that would provide the holder thereof or party thereto the right to foreclose upon such assets following the occurrence of certain trigger events such as insolvency, bankruptcy, default or a suspension of withdrawals. If such securities are outstanding or such an arrangement exists and a trigger event occurs, it is possible that holders thereof or parties thereto would be entitled to receive assets of the Master Partnership in satisfaction of its obligations to them prior to the time that Limited Partners in Millennium USA are able to withdraw. Limited Liquidity. Interests of classes of Millennium USA other than the Offered Interests, and shares in additional feeder funds that also invest into the Master Partnership (collectively "Other Interests"), generally are significantly more liquid than the Offered Interests. Other Interests are generally able to be withdrawn entirely on an annual basis or for a greater percentage of a holder's interests on a quarterly basis. In addition, unlike the Other Interests, the Offered Interests have no special withdrawal right in the event of the death, disability, adjudication of incompetency, bankruptcy, insolvency or withdrawal from the general partner of the Master Partnership of Israel A. Englander (a "Trigger Event"), or the occurrence of any other key person event. The exercise of such a special withdrawal right by holders of Other Interests will not result in, or be deemed to create, any special withdrawal right for the holders of the Offered Interests (in their capacity as such). Upon the occurrence of a Trigger Event, holders of the Offered Interests will be subject to Millennium Management's plan for the continuation of its operations. More broadly, whether in the context of a Trigger Event or otherwise, holders of Offered Interests will not have any right to approve changes in control of Millennium Management and/or its affiliates, nor to withdraw any Offered Interests in connection therewith. In addition to the Other Interests currently in existence, Millennium USA and the additional feeder funds that invest in the Master Partnership may in the future establish additional classes or series of interests or shares that provide holders of those interests or shares with liquidity terms that are more favorable than those applicable to the Offered Interests. The ability of holders of Other Interests to withdraw Other Interests when the holders of the Offered Interests are restricted from doing so, may materially and adversely impact the Offered Interests, including without limitation, as a result of the holders of Offered Interests bearing a larger portion of the expenses incurred by or on behalf of the Master Partnership. Holdbacks: Suspension. Millennium Management may, in its discretion, hold back a portion of the withdrawal proceeds payable to a Limited Partner in respect of Offered Interests being withdrawn (whether such withdrawal is voluntary or compulsory) to satisfy contingent or expected liabilities. DOC ID- 29147063.5 1-20 CONFIDENTIAL UBSTERRAMAR00003951 EFTA00239283

FOR EXISTING INVESTOR USE ONLY In addition, withdrawals may be suspended if Millennium Management or the Administrator reasonably deems it appropriate to do so to ensure compliance with applicable anti- money laundering regulations and in such other limited circumstances described herein. See "Millennium USA's Organization, Management, Structure and Operations — Withdrawal Rights" and "- Suspension for Anti-Money Laundering Purposes." A breach of a covenant under an agreement relating to indebtedness or similar obligations of the Master Partnership could trigger an acceleration of such indebtedness or obligations, reducing or eliminating equity withdrawals from the Master Partnership by Millennium USA. See "Certain Risk Factors Relating to an Investment in the Master Partnership - Certain Market and Investment Risks - Indebtedness" in Part Two of this Confidential Memorandum. Limitations on Transferability. As discussed below under "Suitability Requirements; Limitations on Transferability of Interests of Millennium USA," the Offered Interests may not be pledged, assigned, hypothecated, sold, exchanged or transferred (each, a "Transfer") without the prior written consent of Millennium Management, which consent may be withheld in the discretion of Millennium Management or made subject to such conditions as may be imposed by Millennium Management in its sole discretion. Any attempted Transfer without such consent may be treated as void or may subject such Offered Interests to a compulsory withdrawal. Millennium Management does not expect to consent to any Transfer that does not meet the requirements set forth below under "Suitability Requirements; Limitations on Transferability of Interests of Millennium USA - Limitations on Transfer; Restrictions on Pledging Offered Interests". Millennium Management reserves the right in its sole discretion to determine whether a Transfer will preserve "high water marks" and holding periods that were applicable to the transferor. Prospective purchasers and prospective transferees must represent that they are purchasing the Offered Interests for investment and meet other suitability requirements as Millennium Management and/or the Administrator, as applicable, considers appropriate. There is no independent market for the purchase or sale of Offered Interests, and none is expected to develop. All of these factors increase the risk that an investor will not be able to liquidate or monetize its investment in the Offered Interests quickly or at a price that approximates the fair market value of the Offered Interests. Compensation of Millennium Management. The Incentive Allocation (defined below under "Allocation of Gains and Losses") may, under some circumstances, create an incentive to cause Millennium Management and the Master Partnership to make investments that are riskier or more speculative than would be the case if such compensation were not performance-based, particularly in any period after losses have been suffered. Further, individual Portfolio Managers (as defined in Part Two of this Confidential Memorandum) who are generally compensated based on their performance, may have similar incentives to engage in more speculative activities than would be the case if such compensation were not performance-based. In addition, because Millennium Management's Incentive Allocation is calculated on a basis that includes unrealized appreciation (and depreciation) of Millennium USA's assets, it may be greater than it would be if the allocation were based solely on realized gains. As discussed below under "Fees and Expenses Relating to Millennium USA," Millennium USA indirectly will be responsible for a (generally pro rata) portion of the expenses, salaries, DOC ID- 29147063.5 1-21 CONFIDENTIAL UBSTERRAMAR00003952 EFTA00239284

FOR EXISTING INVESTOR USE ONLY fringe benefits, bonuses, fees and performance-based compensation (collectively "Compensation") paid to the Portfolio Managers and other employees of, and consultants to the Master Partnership and its affiliates. Compensation expenses will also generally include management or "base" fees charged by Portfolio Managers or third party funds and other compensation paid to personnel who assist in overseeing groups of Portfolio Managers (e.g., the head of a particular strategy), which is based on the overall performance of such Portfolio Managers. This obligation in respect of Compensation is separate from and in addition to the Incentive Allocation. Pass-Through of Expenses. Partners of Millennium USA bear their respective allocable portions of Millennium USA's (through its investment in the Master Partnership) generally pro rata portion of the Master Partnership's costs and expenses as well as all of Millennium USA's costs and expenses (including the amounts payable to affiliates of Millennium Management). Millennium USA's allocable portion of expenses will generally be determined based on the assets of Millennium USA in proportion to the assets of other "feeder funds." This structure may create less of an incentive for Millennium Management to reduce operating and Compensation expenses than an alternative structure (such as a fixed management fee based on the amount of assets under management) would. (See "Fees and Expenses Relating to Millennium USA" and "Related-Party Transactions and Other Accounts; Conflicts" in Part Two of this Confidential Memorandum.) Distributions in Kind. Millennium Management does not currently intend to, but may, in its discretion, distribute securities or other property of Millennium USA (including interests in a special purpose vehicle or similar entity formed for the purpose) in lieu of, or in combination with, cash upon any withdrawal. The value of assets distributed in-kind may increase or decrease before they are able to be sold by the withdrawing Limited Partner. Assets distributed in-kind may not be readily marketable or saleable and may have to be held by the Limited Partners for an indefinite period of time. Contingency Reserves and Holdbacks. Millennium Management may, at any time or times, establish reserves (whether or not in accordance with U.S. generally accepted accounting principles ("GAAP")) for estimated or accrued expenses, liabilities or contingencies, including in connection with the dissolution of Millennium USA or any downsizing of Millennium USA following a Trigger Event (as defined herein). If reserves are established that are not in accordance with GAAP, they will be treated in the same manner as reserves that are in accordance with GAAP, i.e., in the period in which they are taken they shall be treated as an expense of Millennium USA (and, other than in connection with the dissolution of Millennium USA or any downsizing of Millennium USA following a Trigger Event, will reduce the net assets of Millennium USA and related Incentive Allocation (if applicable)), and, if and to the extent that they are subsequently reversed they will be taken into income in the period of such reversal (and will to that extent increase the net assets of Millennium USA and related Incentive Allocation (if applicable)). At the time such reserve is taken, Millennium USA may (but is not required to) provide that income from any subsequent reversal will be attributed solely to persons who were invested when the reserve was taken. The establishment of such reserves will not insulate any portion of Millennium USA's assets from being at risk, and the Master Partnership may make investment decisions relating to assets so reserved as it determines appropriate. DOC ID- 29147063.5 1-22 CONFIDENTIAL UBSTERRAMAR00003953 EFTA00239285

FOR EXISTING INVESTOR USE ONLY In addition to the power to establish reserves, Millennium Management, in its discretion, may hold back a portion of the amount payable to a Limited Partner in respect of a withdrawal (whether such withdrawal is voluntary or compulsory) to satisfy contingent or expected liabilities. The amount of the withdrawal proceeds held back will be determined by Millennium Management, in its sole discretion, taking into account such factors as it considers relevant with respect to any contingent or expected liability. Such holdbacks will reduce the amount paid to a withdrawing Limited Partner. The unused portion of any holdback will be distributed to the Limited Partner to which the holdback applied after Millennium Management has determined that the need therefor has ceased. Investment in the Master Partnership by Related Parties of Millennium Management. The principal, senior officers and certain employees of Millennium Management and its affiliates, and other related parties, may invest in, or have an interest in the returns of, Millennium USA and the other feeder funds through a number of channels, including in certain cases through deferred compensation arrangements. Some of these investments have been leveraged through the extension of credit by a third party to the investment vehicle through which these parties invest. In connection with structuring these investments, the third parties typically make an investment in a class of shares or interests of the relevant feeder fund that is entitled to more favorable liquidation and other rights than other classes under certain circumstances. For example, upon the occurrence of certain events, including declines in the capital of the Master Partnership or such feeder fund below pre-determined thresholds and changes in senior management, such extensions of credit can be terminated by the counterparties and the shares or interests of the feeder fund pledged to or held by the counterparties (up to an amount necessary to repay the extension of financing) can be redeemed or withdrawn without the imposition of contractual limits on redemptions or withdrawals or early redemption or withdrawal charges, on either a monthly or quarterly basis. In addition, Portfolio Managers (and related personnel) are given the opportunity to invest in entities through which they are able to achieve the rate of return of their own strategies. Such investments only share in the expenses generally allocated to such portfolio for purposes of determining compensation of Portfolio Managers and not the expenses of Millennium USA or the Master Partnership generally. Such entities could also lead to potential conflicts of interests. (See "Related-Party Transactions and Other Accounts; Conflicts; Portfolio Manager Investment in Own Strategies" in Part Two of this Confidential Memorandum.) While Millennium Management believes that in substantially all situations these kinds of relationships are useful in aligning the interests of management and Portfolio Managers with those of investors, they can lead to situations where the interests of management or Portfolio Managers diverge from those of other investors. Master-Feeder Structure; Feeder Funds with Differing Liquidity Terms. Millennium USA generally invests through a "master-feeder" structure in the Master Partnership. In addition to the risks presented by differences in the terms of the Offered Interests and Other Interests, the "master- feeder" fund structure presents certain unique risks to investors. For example, substantial withdrawals of capital by a feeder fund from the Master Partnership may impact the other feeder funds. Furthermore, certain feeder funds, including Millennium Global Estate, have different liquidity terms than Millennium USA. (See "Certain Risk Factors Relating to an Investment in the Fund; Business and Structural Risks—Possible Effect of Withdrawals and Redemptions" in Part Two of this Confidential Memorandum.) DOC ID- 29147063.5 1-23 CONFIDENTIAL UBSTERRAMAR00003954 EFTA00239286

FOR EXISTING INVESTOR USE ONLY Tax-Exempt Investors. Certain prospective purchasers may be subject to federal and state laws, rules and regulations which may regulate their participation in Millennium USA, or their engaging directly, or indirectly through an investment in Millennium USA, in investment strategies of the types which the Master Partnership or Portfolio Managers may utilize from time- to-time (e.g., leverage, the purchase and sale of options and limited diversification). While Millennium USA believes the Master Partnership's investment program is generally appropriate for tax-exempt organizations for which an investment in Millennium USA would otherwise be suitable, each type of exempt organization may be subject to different laws, rules and regulations, and prospective purchasers should consult with their own advisers as to the advisability and tax consequences of an investment in Millennium USA (and consider the alternative of investing in Millennium International). Since the Master Partnership is permitted to borrow, tax-exempt Limited Partners may incur income tax liability to the extent of their share of Millennium USA's share of the Master Partnership's "unrelated business taxable income." Trustees or administrators of entities subject to ERISA and other tax-exempt entities should consult their own legal and tax advisers. Identity and Reporting of Beneficial Ownership; Withholding on Certain Payments. In order to avoid a U.S. withholding tax of 30% on certain payments (including payments of gross proceeds) made with respect to certain actual and deemed U.S. investments, the Master Partnership has registered with the Internal Revenue Service (the "Service") and generally will be required to identify, and report information with respect to, certain direct and indirect U.S. account holders (including debtholders and equityholders). Limited Partners should consult their own tax advisors regarding the possible implications of these rules on their investment in the Offered Interests. Suitability Requirements; Limitations on Transferability of Interests of Millennium USA Suitability Requirements Each investor is required to represent that the Offered Interests are being acquired for its own account, for investment, and not with a view to resale or distribution. The Offered Interests are suitable investments only for sophisticated investors for which an investment in Millennium USA does not constitute a complete investment program, and that fully understand, are willing to assume, and have the financial resources necessary to withstand the risks involved in Millennium USA's investment program and to bear the potential loss of their entire investment in the Offered Interests. Investors in Millennium USA must be "accredited investors" as defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act") and "qualified purchasers" as such term is defined in Section 2(aX51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and must meet other suitability requirements set forth in the Subscription Agreement. Each prospective purchaser is urged to consult with its own advisers to determine the suitability of an investment in the Offered Interests for that prospective purchaser, and to evaluate the relationship of such an investment to the prospective purchaser's overall investment program and financial and tax position. Each prospective purchaser will be required to represent that, after DOC ID- 29147063.5 1-24 CONFIDENTIAL UBSTERRAMAR00003955 EFTA00239287