strategies attempt to identify over/under-valued securities. Generally, investments are in more liquid securities and often focus on geographical regions, industry sectors or securities with similar trading characteristics. To help identify securities and outline market and non-market risks, Portfolio Managers have built proprietary models that consider historical, as well as forward- looking factors. Qualitative analysis of current business information may also be employed to determine value, potential return, and relevant risk factors. Models and tools are monitored and updated as paradigm shifts occur in the markets. The various statistical arbitrage strategies tend to have had low correlation with overall market performance. In addition, Portfolio Managers seek to mitigate market risk through diversification, hedging and by limiting exposure to any one asset class, industry or company. Non-U.S. investments are currently focused on developed areas of Asia and Europe to maintain liquidity and consistent information reporting. Statistical arbitrage strategies are dependent on technology, and the Fund has invested significantly in and developed a state-of-the-art infrastructure to support this trading activity. This infrastructure allows the Fund to trade electronically on a number of exchanges on a global basis. The ongoing migration of the world's trading markets to electronic exchanges continues to create opportunities for Portfolio Managers utilizing statistical trading strategies. The turnover of these strategies can be high and marked by very short holding periods and, as a result, profitability is often highly dependent on minimizing transaction costs. In recent regulatory pronouncements the SEC has indicated that it is studying the factors affecting, and affected by, "High Frequency Trading" with a view to determining whether additional, or different, regulatory measures are appropriate. Some of the Portfolio Manager's statistical arbitrage strategies may be designated as "High Frequency Trading." Additional quantitative strategies include index arbitrage and "delta-one" trading. These strategies seek to capitalize on transient value differentials between baskets of stocks and single instrument index-based securities or futures referencing those baskets. In addition, these strategies can trade mispricing in the forward price curves of indices based on supply/demand imbalances, pricing in the stock borrow/loan market, and market fluctuations in expectations of dividend streams and interest rates. Strategies that seek to profit from mispricing between cash baskets underlying futures and/or ETFs are significantly dependent on low-latency market data and trading infrastructure. Strategies that trade index forward curves depend on Portfolio Managers' insights into aberrant relationships across futures and forwards expiry dates and implied forwards in options markets. The success of index arbitrage and delta-one strategies is often predicated on achieving optimal financing arrangements for the portfolios held. Fixed-Income Strategies. The Portfolio Managers employ a number of fixed- income strategies, including the following: • Fixed—Income Arbitrage. Fixed-income arbitrage is a strategy that seeks to profit from inefficient pricing of related fixed-income securities. Leverage may be employed to maximize the return from the specific MAXWELL 11-44 CONFIDENTIAL UBSTERRAMAR00001407 EFTA00237053

strategy. The securities to which a Portfolio Manager will apply this strategy typically trade at a perceived discount or premium to instruments that are otherwise similar in maturity, yield and creditworthiness. Fixed- income arbitrage trading is performed using sovereign debt, agency debt, corporate debt, asset backed securities and related futures contracts, as well as over-the-counter swaps, credit default swaps and other derivatives on these instruments. The strategy typically involves buying these fixed- income instruments and using various hedges (including derivatives) to reduce interest rate risk, market risk, credit risk and call and redemption risk along with other risks related to fixed—income instruments. The evaluation and trading process can be complicated, highly technical, and heavily dependent on computer processing power. A Portfolio Manager utilizing a fixed-income arbitrage strategy may attempt to capture changes in the shape of the yield curve of a given country's debt (the difference in yield between different maturities of an issuer) or the relationship spreads between the fixed-income securities of two different countries (e.g., yield curves on five-year German bonds versus five-year U.S. Treasury notes). • Swap Strategies. Strategies that focus in whole or in part on swap transactions involve the use of bilateral contracts under a master swap or netting agreement. Swap agreements allow parties to assume exposure to risks in ways that generally are not available in existing securities. Often- used swap instruments include interest rate swaps and credit default swaps. In the classic interest rate swap, two counterparties will enter into an agreement to exchange, or "swap," two or more interest rate payment obligations, generally with one side holding a fixed rate obligation and the other holding a floating rate obligation. Credit default swaps involve the buying or selling of "protection" with respect to a referenced debt obligation or basket of obligations. The party that "sells the protection" will incur a payment obligation to the counterparty if there is a default under the referenced obligation. The party that "buys the protection" has a periodic payment obligation unless and until such a default occurs or the swap terminates or expires. Credit default swaps can be entered into as a distinct asset class (i.e., as a means of synthetically "going long" or "going short" the referenced debt obligation or basket of obligations), or as a hedge to a position in the referenced debt obligation. See "Risk Factors—Certain Risks Relating to Aggressive Trading and Financing Strategies." • Credit Strategies. The Fund may be involved in various strategies that involve being long and short different corporate and asset backed securities and derivatives, including loan participations and allocations (i.e., interests in a loan, generally governed by a credit agreement between the original lending syndicate and the borrower) in the secondary market. The credits involved will range from high grade to high yield and distressed debt. =MAXWELL II-45 CONFIDENTIAL UBSTERRAMAR00001408 EFTA00237054

• Mortgage-backed Securities. The Fund may invest in MBS and associated derivatives. MBS are securities that represent an interest in, or are secured by, mortgage loans secured by residential or commercial properties. MBS have been issued in public and private transactions by a variety of public and private issuers using a variety of structures. MBS may pay fixed or floating rates of interest. MBS are generally structured as pass-through certificates, representing an undivided ownership interest in a pool of mortgage loans, or as debt obligations secured by mortgage loans. MBS issued by a given issuer typically are divided into multiple classes. Certain classes are subordinate to the senior classes with respect to both the timing of payment of principal and/or interest and the allocation of losses on the underlying mortgage loans. Other characteristics of MBS will vary with the characteristics of the underlying mortgage loans. • Foreign Exchange Strategies. The Fund may invest in foreign exchange contracts, futures and associated derivatives. Portfolio Managers utilizing foreign exchange strategies may attempt to capture relative valuation of different currencies, or benefit from the price movement of various currencies. Merger Arbitrage and Event-Driven Strategies. Merger arbitrage and event- driven investment strategies (also called risk arbitrage) are generally based on announcements of mergers, acquisitions, tender offers, liquidations, spin-offs and other corporate reorganizations and restructurings. A Portfolio Manager employing such a strategy will gain exposure to the stock of the company or companies involved in the anticipated reorganization or restructuring, depending upon the transactions and details, such as by purchasing the stock of a target company and selling short the stock of an acquiring company, or will employ derivative instruments to achieve a similar economic result. The value of such an investment is driven by the ability to correctly estimate the spread between the security's then-current price and its value at the transaction's completion, and to gauge the likelihood and timing of completion of the transaction. Success requires in-depth knowledge of relevant corporate processes, as well as legal and financial requirements. In some cases, this strategy may be combined with an activist strategy. Commodities Trading Strategies. In these strategies, Portfolio Managers actively trade relative value and cross commodity spreads in energy, metals and agricultural markets. These strategies are focused on opportunities that arise due to the rapidly changing fundamentals that drive the term structure of the commodity futures curves. These strategies may employ futures, swaps, options and other commodity derivatives and may also take a directional position. Distressed Strategies. Distressed strategies involve purchases and sales of debt and quasi-debt securities and obligations of companies with what the market perceives to be a declining creditworthiness. Portfolio Managers engaging in this strategy will often purchase obligations of declining or low-credit quality borrowers at a discount, with the hope or expectation that the company will either improve its performance without the MAXWELL II-46 CONFIDENTIAL UBSTERRAMAR00001409 EFTA00237055

need to enter into bankruptcy or insolvency proceedings, or that the company will seek the protection of bankruptcy and insolvency laws and that its previously outstanding debt obligations will be converted into obligations of or equity in a healthier, restructured company. Closed-End Fund/Asset Arbitrage Strategies. This strategy involves identifying discounted or high premium closed-end funds, companies with shares priced below net asset value, or mispriced parent-subsidiary situations. This strategy can be combined with short sales and derivative positions to create a hedge, or with an activist strategy designed to cause the management to take actions that would cause the closed end fund's stock price to converge with its portfolio's net asset value. Convertible Arbitrage Strategies. Convertible arbitrage strategists identify convertible bonds, convertible preferred stocks and/or warrants that appear mispriced to fair value, or in relation to the underlying security, and offer a favorable rate of return. By establishing a long position in a convertible security (usually preferred stock or bonds) and a partially offsetting short position in the underlying security into which the convertible security is convertible (usually common stock of the issuer), a Portfolio Manager invests with the expectation of capturing value by way of one or more themes including price or yield differences, attractive absolute cash flow (e.g., coupon income and stock borrowed rebate), cheap long volatility exposure, and attractive security adjustment features due to expected corporate events. Other financial instruments such as futures, options and credit default swaps may be used to hedge individual security and/or portfolio exposure. Options Trading Strategies. Options arbitrage (also known as option-volatility trading) is a derivatives-based strategy that seeks to profit from market turbulence (or the lack thereof), as reflected in movements in option prices that result from market fluctuations. The goal of a Portfolio Manager employing this strategy is to buy inexpensively priced (i.e., cheap implied volatility) options whose underlying instruments are historically more volatile, and sell expensively priced (i.e., rich implied volatility) options whose underlying instruments are historically less volatile. The strategy may be implemented through options on equities and equity indices. Such option combinations include spreads (buying an option to buy or sell an asset while simultaneously selling an option to buy or sell the same asset with a different expiration date or strike price) or straddles (option combinations that will profit from movement in the level of the value of an asset outside of certain bands, or the lack of such movement, without regard to whether the movement is upward or downward). Option-volatility trading may also involve trades in which futures (or other derivatives) are used to create a position that synthetically resembles an option or option combination, or in which options are purchased or sold versus an offsetting position in the underlying market (such as a basket of stocks). The decision process is dependent on fundamental and technical analysis of the underlying instruments. Computer models are often used to enhance the execution of various hedges. MAXWELL 11-47 CONFIDENTIAL UBSTERRAMAR00001410 EFTA00237056

Direct Investing and Seed Investing The Fund may invest directly in financial instruments (as opposed to through Portfolio Managers) utilizing any of the strategies described herein, or utilizing other strategies as deemed appropriate by Millennium. The Fund may provide seed capital or early stage capital, as well as negotiated capital, to one or more new or established Portfolio Managers. Millennium may seek to enhance the return the Fund receives from such investments through various contractual arrangements that provide the Fund with reduced fee arrangements or an interest in the asset-based and performance-based compensation generated from other sources by the applicable Portfolio Managers. Millennium may negotiate any other appropriate return-enhancing or other arrangements in its sole discretion. Strategy Development There are no substantive limits on the investment strategies that may be pursued by the Fund. The Fund's capital may be invested in strategies other than those listed above, and in strategies that may differ from those described above. In addition, as noted above, the Managing Member employs an opportunistic investment strategy in allocating the Fund's capital with an emphasis on consistency of returns rather than consistency of strategies, so the amount of capital invested in each strategy generally will vary and new trading and investment strategies which are different from (or are not included in) those described above may (a) receive allocations of the Fund's capital or (b) receive increased allocations of the Fund's capital. Hedging The Fund typically employs various hedging techniques to reduce certain actual or potential risks to which the Fund's portfolio may be exposed. These hedging techniques may involve the use of derivative instruments, including swaps, futures and forward contracts, exchange-listed and over-the-counter put and call options, currency contracts, and interest rate transactions. Millennium may employ these hedging techniques directly or by investing a portion of the Fund's assets with a Portfolio Manager that engages in such hedging techniques. The Fund is not required to employ any such hedging techniques and, in the discretion of Millennium, may refrain from doing so at any time or with respect to any positions. Even when such techniques are employed, they seldom hedge the risks of positions entirely, and in some circumstances losses may be incurred on both the underlying position and the hedge position simultaneously. The Fund also engages in currency hedging on behalf of Millennium International to hedge the currency exposure of certain classes of Millennium International that are denominated in currencies other than the U.S. dollar. Such currency hedging activities seek to minimize, to the extent reasonably practicable, fluctuations in the value of the non-U.S. dollar denominated shares arising from fluctuations in the exchange rate and may involve transactions including the purchase and sale of spot and forward contracts, currency options and currency futures contracts to manage currency risks. The net results -MAXWELL 11-48 CONFIDENTIAL UBSTERRAMAR00001411 EFTA00237057

of such currency hedging will be borne by the holders of the applicable non-U.S. dollar denominated shares. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF THE FUND WILL BE ACHIEVED. THE PRACTICES OF SHORT SELLING, LEVERAGE AND LIMITED DIVERSIFICATION MIGHT, IN CERTAIN CIRCUMSTANCES, EXACERBATE ADVERSE PERFORMANCE OF THE FUND'S PORTFOLIO. The Fund's Investment Program and Description: Brokerage In selecting brokers and dealers to effect portfolio transactions for the Fund, Millennium and its Portfolio Managers will consider such factors as they deem appropriate under the circumstances, which may include one or more of the following: the ability to obtain timely execution and deliver timely execution reports; the responsiveness to the Fund's orders; the reliability, reputation, integrity, and financial condition of the broker-dealer; the size and volume of the broker's order flow; the ability to handle difficult trades, including block trades; the ability to find liquidity in the market while also minimizing market impact; research and other services provided to the Fund that are expected to enhance the Fund's general portfolio management capabilities; the accommodation of special needs, including the broker's willingness to enter into commission sharing arrangements/give-up agreements; and commission rates, fees or market maker's commission equivalent (i.e., mark-downs and mark-ups). Millennium does not have an obligation to obtain the lowest available commission cost. Accordingly, if Millennium determines that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and research products or services provided by such broker or dealer, the Fund may pay commissions to such broker or prices to such dealer in an amount greater than another might charge. Millennium has complete discretion in deciding what brokers and dealers the Fund will use and in negotiating the rates of compensation the Fund will pay. In many instances that discretion is delegated to Portfolio Managers who make specific trading decisions. From time to time, Millennium's personnel may be introduced to potential investors interested in investing in private funds, such as the Feeder Funds. Through such "capital introduction" events, some of which are sponsored by the Fund's prime brokers, such prospective investors have the opportunity to meet with Millennium. Millennium does not directly compensate any prime broker for organizing such events or for investments in the Feeder Funds ultimately made by prospective investors attending such events. In addition, the Fund's prime brokers may provide Millennium with other services. Such capital introduction events and other services may influence Millennium to some extent in selecting prime brokers and determining the extent to which a prime broker will be used. With respect to "soft dollar" arrangements, the conflicts that typically give rise to concerns underlying the use of soft dollars do not generally exist for Millennium, because the Fund (and not the General Partner) bears all of the expenses related to its own operation. Therefore, the use of soft dollars by Millennium does not result in any -MAXWELL 11-49 CONFIDENTIAL UBSTERRAMAR00001412 EFTA00237058

expense shifting between the General Partner, on the one hand, and the Fund (and, indirectly, investors in the Feeder Funds), on the other hand. However, Millennium's financial statements will be affected by such soft dollar arrangements, as noted below. Millennium has adopted a policy to the effect that the use of soft dollars will be limited to payment for research and brokerage products and services that Millennium believes meet the requirements of Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)"), and the SEC interpretations thereof, in jurisdictions and transactions where Section 28(e) applies. Although the activities of affiliated non-U.S. management companies are potentially outside the scope of Section 28(e), the policy also requires that the general requirements of Section 28(e) be satisfied by such management companies in addition to any local requirements applicable to a particular management company. Millennium generates soft dollars with commissions on securities transactions, and, in accordance with SEC interpretations, with markups, markdowns, commission equivalents or other fees paid to a dealer for executing a transaction. In addition, to the extent consistent with applicable regulatory requirements, soft dollars may be generated through futures transactions, certain principal transactions, non-U.S. transactions, or other transactions where it is lawful and not inconsistent with Section 28(e). Research products or services provided to the Fund may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, and relevant market data, as well as other products and services that provide assistance to Millennium or the Portfolio Managers in the performance of their investment and trading decision-making responsibilities. Brokerage products or services provided to Millennium may include message services used to transmit orders to brokers for execution, trading software used to route orders to market centers, and software used to transmit orders to direct market access systems and short-term custody. Where a product or service obtained with soft dollars provides both research or brokerage and non-research or non-brokerage assistance (i.e., a "mixed use" item), Millennium will make a reasonable allocation of the cost which may be paid for with commission dollars. Investors should note that a consequence of the use of soft dollar arrangements is that, under GAAP, soft dollar items that would have otherwise be characterized as expenses in the consolidated financial statements of the Master Partnership will instead be subsumed within commissions. As a result, line-item expenses will appear smaller than they would have had soft dollars not been utilized. It is possible that some expenses paid through the utilization of soft dollar arrangements might be greater than if Millennium or the Fund had purchased the research or brokerage services in question directly or had produced them internally. The Fund has arrangements with a number of brokers and clears certain of the Fund's transactions for securities, equities, bonds, options and futures through a number of brokerage firrns; however, the Fund (or an affiliate) may, but is not required MAXWELL 11-50 CONFIDENTIAL UBSTERRAMAR00001413 EFTA00237059

to, clear its own trades (and Millennium may execute transactions through one broker and clear transactions through another broker). Brokers may also act as custodians for the Fund's securities. To the extent that securities are purchased in non-U.S. markets, non- U.S. brokers may be used and may maintain custody of the securities until such time as they are sold. Given the Fund's investment program, short-term market considerations are frequently involved. Turnover of portions of the Fund's portfolio, and, therefore brokerage commissions, will be substantially greater than the turnover rates of some other types of investment vehicles. The Fund's Investment Program and Description: Leverage and Loans The Fund's investment portfolio is ordinarily leveraged in order to increase the amount investments that may be made with invested capital on hand. Derivative Instruments and Leverage Millennium causes the Fund to leverage its investment return with borrowings. The Fund also trades in a variety of options, contracts for difference, portfolio swaps, commodity futures contracts, short sales, swaps, repurchase agreements, forwards and other derivative instruments, most of which have embedded leverage in that the derivative instrument will fluctuate in value in relation to the underlying instruments but such changes will have a greater impact on the market value of the derivative instruments. Certain over-the-counter securities and derivatives require no margin to be deposited. In addition, in some cases, variation margin is not bilateral (e.g., the Fund might, in a leveraged transaction, be required to pay variation margin to one party but might not be entitled to receive variation margin from the other party). The amount of borrowings which the Fund may have outstanding at any time may be large in relation to its capital. Leverage of Specific Investments From time to time, the Fund may have the opportunity to achieve leverage from sources other than its prime brokers. For example, in some cases a third-party financial institution may agree to leverage a specific investment in an outside fund, in which case the lender will take a security interest in the investment and may also take nominal title to the investment. A variation of this kind of financing is for a third-party financial institution to take a position in an outside fund or investment, and to enter into a leveraged total return swap or purchase option with the Fund. Additional Leverage Opportunities As the number of financial products that relate to investment in investment funds increases, Millennium will continually evaluate new sources of financing and leverage. -MAXWELL II-5I CONFIDENTIAL UBSTERRAMAR00001414 EFTA00237060

The Fund's Risk Management Program Millennium maintains an investment risk assessment and management program designed to identify, measure, monitor, manage and report on the market risks of the portfolios of the Fund. Automated and manual risk monitoring is performed at a firm- wide level and at a Portfolio Manager level, and various other monitoring may be performed as well. The investment risk assessment and management program is coordinated through Millennium's investment risk management personnel, subject to the oversight of the Chief Risk Officer. The Master Partnership's Fees and Expenses All of the Master Partnership's fees and expenses are assessed against the interests of the partners of the Master Partnership and, in turn, against the interests of investors in the Feeder Funds. "Investment expenses" include all expenses that Millennium reasonably determines to be directly or indirectly related to the Fund's investment activities, including, without limitation, brokerage commissions and interest expense, internal and external accounting expenses, audit and tax (including withholding tax) expenses, compensation expenses (including management or "base" fees and incentive compensation charged by Portfolio Managers or third party funds), legal expenses, administrator, registrar and transfer agent fees and expenses, expenses related to computers, other equipment and technology, expenses related to maintaining offices, including leases and fixtures, premiums for general partner liability insurance and risk- specific insurance and "key-man" life insurance on certain personnel (including Mr. Englander, the managing member of the General Partner), and other administrative and operating expenses. Expenses that are allocable to the Feeder Funds generally are borne pro rata by the Feeder Funds, but a particular expense may be allocated differently if Millennium determines that it would be fair and reasonable to do so. The expenses of the Feeder Funds are passed through to their investors. As described in greater detail in Part One of this Confidential Memorandum for the applicable Feeder Fund, certain expenses incurred in connection with the provision of investment management, administrative or other services by Millennium to the Fund and other funds, accounts or third parties or otherwise in connection with the activities of Millennium, including recipients of such services that pay a management fee, will be allocated among the Fund and such other recipients of the services or the other applicable parties that receive the benefit of such services. Related-Party Transactions; Conflicts Conflicts of interest among the Fund (and investors in the Feeder Funds), Millennium and Millennium's principals may and do exist, which conflicts include, but are not limited to, those described herein. -MAXWELL 11-52 CONFIDENTIAL UBSTERRAMAR00001415 EFTA00237061

Personal Trading As Millennium's related persons may invest in the same securities (including options, warrants, futures, etc.) in which the Fund may invest based on Millennium's and its related persons' investment advice, potential conflicts of interest may arise. Millennium has adopted policies and procedures relating to personal trading by all personnel—including personnel of its affiliates—which are administered by the Compliance Department. Among other things, these policies and procedures include a pre-approval requirement for personal transactions (with certain limited exceptions, including broad-based indices and mutual funds) of all personnel. These requirements may be and in certain cases, after consideration, have been waived by Millennium. Portfolio Managers could maintain personal trading accounts that hold positions that are identical or similar to the positions held in the portfolios they manage for the Fund, although such circumstances should be rare. Such a situation could provide an incentive for a Portfolio Manager to trade in a way that would be advantageous to him or her personally but that would not be expected to have a positive effect on (and could even be adverse to) the Fund. Consideration of such matters is a factor in the Compliance Department's decision as to whether permission will be granted for any particular transaction. In addition, members of Millennium's management may (with prior Compliance Department approval) trade for their own accounts. From time to time these activities may come into conflict with Millennium's business. If such a conflict were to arise, Millennium's management personnel would generally be required to subordinate the interests of any other parties (or their own interests) to the Fund, and in any event would be required to disclose the conflicts. Millennium will endeavor to resolve any such conflicts in a manner that is fair and reasonable. Allocation of Investments to and Among Feeder Funds, Related Accounts and Other Accounts; Conflicting Investment Opportunities; Cross Transactions Although at present Millennium's only clients are the Master Partnership, the Feeder Funds and certain related entities through which the Portfolio Managers invest, Millennium may enter into managed accounts or similar arrangements with investors or manage investment vehicles (collectively, together with the Master Partnership and the Feeder Funds, the "Related Accounts") that have investment programs similar to that of the Fund or that invest similarly to the Fund's portfolio or certain of its strategies. In addition, Millennium has formed, and may in the future form other, investment vehicles or accounts with its or their own capital and/or the capital of outside investors (collectively, the "Other Accounts"). Other Accounts do not currently, but may in the future, make certain investments in tandem with the Fund or other Related Accounts. Millennium may determine, in its discretion, that a particular investment opportunity, or investment with a particular Portfolio Manager, is appropriate for one or more of the Related Accounts or an Other Account, but not for the Fund or other Related Accounts, or vice versa, in which case that investment may not be allocated to the Other Account or Related Account (or, in the case of a Feeder Fund, the income or loss from the investment may be allocated at the Master MAXWELL 11-53 CONFIDENTIAL UBSTERRAMAR00001416 EFTA00237062

Partnership level away from the Feeder Fund). In some instances, investment opportunities that might have been available to and suitable for the Fund may instead be placed with a Related Account or Other Account or may be made by Millennium, or vice versa, and there is no requirement that the Fund or any Related Account or Other Account receive any preference or priority with respect to investment opportunities. There may also be certain strategies or investment sectors that the portfolio managers of the Other Accounts already are invested in and that, as a result, the Fund or a Related Account may be restricted from participating in, or vice versa, because of applicable regulatory or reporting requirements. In addition, Related Accounts, including the Feeder Funds, do not currently, but may in the future, invest directly in certain vehicles in which the Fund invests, which raises additional conflicts. The potential for such conflicts of interest to exist may be exacerbated if Millennium receives a higher rate of compensation in respect of such investment from certain Related Accounts or Other Accounts than others, including the Fund. In all cases, it is intended that participation in investment opportunities, or investments with a particular Portfolio Manager, will be allocated on a fair and equitable basis over time, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends and the investment programs and portfolio positions of the clients for which participation is appropriate, which may result in allocating the investment opportunities, or investing with Portfolio Managers, other than on a pro rata basis. Where an investment opportunity, or investment with a particular Portfolio Manager, is not allocated to a particular Related Account (including the Fund), the net result will be to provide the other Related Accounts or Other Accounts (and their investors) with all of the benefits (and risks) of that opportunity and cause the returns realized by one Related Account to differ from those of the others. Other Accounts or Related Accounts may also attract investors away from the Fund, which may result in the Fund's having a smaller investor base thereby increasing the proportionate share of expenses to investors in the Fund (and, therefore, investors in the Feeder Funds). The Master Partnership's master-feeder structure may create a conflict of interest in that different tax considerations for the Master Partnership and the Feeder Funds may cause the Master Partnership to structure or dispose of an investment in a manner that provides more advantageous tax treatment, or better (or worse) returns, to one or more Feeder Funds than to the other Feeder Funds. Additionally, a Feeder Fund may trade and invest part of its capital for its own account, when presented with investment opportunities that Millennium believes are appropriate for it and its investors but that are not appropriate or not optimal (for tax or other reasons) for direct or indirect investors in the Master Partnership. Millennium, including Mr. Englander, may, and typically does, have a disproportionate investment in one or more of the Feeder Funds and may, therefore, benefit from any benefit derived disproportionately by that Feeder Fund. The same may be true in connection with an investment in a Related Account or Other Account. Millennium may engage in a cross transaction between Related Accounts, including, for example, in connection with the establishment of a Related Account, termination of a Related Account, or the periodic rebalancing of positions if Millennium MAXWELL 11-54 CONFIDENTIAL UBSTERRAMAR00001417 EFTA00237063

determines that such a cross transaction is fair, equitable and in the best interest of both Related Accounts. Other conflicts may arise in connection with the management of multiple clients. Millennium seeks to resolve conflicts on a fair and equitable basis, which in some instances might mean a resolution that would not maximize the benefit to any particular client, including the Fund. Allocation of Erpenses Among Feeder Funds, Related Accounts and Other Accounts Millennium seeks to allocate expenses among the Feeder Funds in a manner it considers fair and reasonable. Millennium determines the allocation of expenses in accordance with its allocation policies as may be adopted from time to time. Millennium believes that its allocation methodologies are reasonable; however, other reasonable approaches may exist that may yield different results, which could be potentially more advantageous to investors in the Feeder Funds. Moreover, while the allocation of expenses among the Feeder Funds is designed generally to reflect each Feeder Fund's consumption of resources, certain expenses may be specifically allocated to only certain Feeder Funds, and some expenses will be allocated pro rata among all the Feeder Funds. The apportionment of expenses among the Feeder Funds involves subjective determinations, which may involve conflicts of interest. The allocation of expenses is based upon certain estimates and assumptions that Millennium believes are reasonable and appropriate, but which may be imprecise and result in a Feeder Fund bearing a larger portion of expenses than it would bear if expenses were calculated in a different manner. Should Millennium advise additional clients in the future, including Related Accounts or Other Accounts, these conflicts will be present and may be exacerbated and the expenses borne by the Feeder Funds may increase. Additional Investment Funds Although the Master Partnership and the Feeder Funds are the only investment funds currently managed by Millennium and its affiliated management companies, Millennium retains the right to organize additional investment vehicles, and frequently considers doing so. If Millennium (or an affiliate) were to organize one or more such additional funds, there would be a number of conflicts between them and the Master Partnership and the Feeder Funds. The nature and extent of such conflicts would depend on the specific activities undertaken by the additional fund or finds, but would include (i) the need to allocate common expenses, and (ii) the diversion of time and attention of management, and could include (a) the allocation of transaction prices and expenses when multiple entities purchase or sell the same or substantially similar investment positions and (b) competition for investment and management talent, as well as other conflicts. Millennium will attempt to resolve such conflicts by making allocations and other judgments on a basis that it believes to be fair and equitable under the circumstances. With regard to the allocation of expenses being made more difficult because of Millennium's fee and expense structure with respect to the Master Partnership and the Feeder Funds, expenses may be allocated on average cost basis (allocating total expenses based on a reasonable estimate of proportionate utilization), a marginal cost basis (charging for the incremental cost of additional utilization), independent third-party MAXWELL 11-55 CONFIDENTIAL UBSTERRAMAR00001418 EFTA00237064

pricing for comparable transactions, goods or services, some combination of those, or other bases that are reasonably determined to be appropriate by Millennium in its sole discretion. Outside Business Activities Mr. Englander has a minority, passive interest in a non-Millennium broker-dealer, Israel A. Englander & Co., Inc ("Englander & Co."). To the extent that the Fund or a Portfolio Manager employs the services of Englander & Co., this could constitute a conflict of interest for Mr. Englander. However, the amount of business that Englander & Co., Inc. has historically received from the Fund is small and Englander & Co. has not received any business from the Fund since December 2009. Millennium may from time to time manage investment vehicles that may invest in the Fund and other investment vehicles, which may include investment vehicles established for the benefit of the principals of Millennium or their family members. Millennium may from time to time conduct other businesses, including, without limitation, the provision of investment management, administrative or other services to other funds, accounts or third parties and may expand the extent to which they may provide such services to others. Assets of Millennium, including, without limitation, intellectual property developed in connection with services provided to the Fund may be utilized in the conduct of other business activities in the sole discretion of Millennium without compensation or reimbursement to the Feeder Funds. Mr. Englander and the other principals of Millennium devote to the Fund so much of their time as, in their respective judgments, is necessary or appropriate in connection with the Fund's activities. Ownership Influence Persons related to or affiliated with Millennium (including Mr. Englander, senior officers, various Portfolio Managers, and other Millennium employees and consultants) hold, through a variety of direct and indirect investment channels, a significant portion of the capital of the Fund (including deferred compensation). There are no limitations on the ability to dispose of or transfer such interests, or otherwise modify the ownership structure of any of the Millennium entities, except to the extent limited by law, regulation or the terms of the applicable interests. From time to time, individuals affiliated with the Fund have in the past become aware of and purchased (and may in the future become aware of and purchase) interests in the Feeder Funds (or other entities managed by Millennium) that were (or are) available for transfer from other holders at prices less than net asset value because of limitations affecting the redemption or withdrawal of the interests at the time. Leveraged Investments The principals and senior officers of Millennium indirectly invest in, or have an interest in the returns of, the Fund through a number of channels. Some of these investments may be leveraged through the extension of credit by a third party to a Feeder Fund (structured in a manner that is intended to be non-recourse to the Fund ). In a -MAXWELL 11-56 CONFIDENTIAL UBSTERRAMAR00001419 EFTA00237065

connection with structuring the investments, the third parties typically make an investment in a class of interests in one of the Feeder Funds that is entitled to more favorable liquidation and other rights under certain circumstances, which may increase the risk of redemptions, and result in redemptions at times when other investors in the Feeder Funds are unable to effect redemptions, if there are specified declines in the net asset value of the relevant Feeder Fund or a termination of the financial arrangement with the third party due to the occurrence of events of default. In addition, other similar structures may be formed in the future. While Millennium believes that in substantially all situations these kinds of relationships are useful in aligning the interests of management with those of investors in the Feeder Funds, they could lead to situations in which the interests of management diverge from those of other investors. Conflicts Related to Third Party Fund Investments Although Millennium has not done so to date, Millennium could in the future acquire an economic interest in a management company formed by an independent Portfolio Manager to which assets of the Fund are allocated. The interest might take various forms, such as shares or partnership interests in, or an economic interest in the revenues of, the Portfolio Manager's management company. If such a situation were to arise, Millennium may have an economic incentive to favor one Portfolio Manager over another. Custody/Commingling of Property Investment assets of the Fund required to be custodied are held by third party prime brokers and custodians. Millennium does not currently commingle the investment assets of the Fund with the property of any other person, although (i) specified assets may be pooled in a side-by-side co-investment arrangement with another entity, which may include the Fund or of a Portfolio Manager, and (ii) the investment assets of the Fund may be commingled by those firms which act as brokers, futures commission merchants and custodians for the Fund or the Portfolio Managers. Hedging and Other Activities Related to Shares of Feeder Funds Not Denominated in U.S. Dollars One of the Feeder Funds has issued Non-USD Shares, and the Feeder Funds may in the future offer other interests which have different functional currencies or reference assets. As with the Non-USD Shares, the terms of such interests may provide that the applicable Feeder Fund will seek to hedge the exposure of such interests to minimize, to the extent practicable, fluctuations in the value of such shares arising from the fluctuations in the applicable exchange rates or reference assets price relative to the U.S. dollar. Such hedging may be undertaken by the Fund on behalf of the applicable Feeder Fund, with the applicable Feeder Fund (and, within the Feeder Fund, the affected shares) being allocated the profits and losses, including expenses, associated with such activity. The capital of the Fund may be used to satisfy any margin requirements associated with hedging activities and a financing charge will be allocated to the capital account of the applicable Feeder Fund (which will, in turn, be allocated to the relevant hedged interests) at a rate based on prevailing rates charged to the Fund, as determined by Millennium in a -MAXWELL II-57 CONFIDENTIAL UBSTERRAMAR00001420 EFTA00237066

its sole discretion, which rates would likely be less than rates that would be available to investors in such interests if they sought to obtain financing for such activities directly. Although the Fund anticipates having excess cash available to satisfy margin requirements, to the extent that this changes and/or the amount of cash necessary to satisfy margin requirements increases substantially, cash that would otherwise be available for investment by the Fund may be used for such purposes, which could adversely impact the returns of the Fund. Alternatively, the applicable Feeder Fund may engage in hedging activities directly, in which case the Fund may advance cash to the applicable Feeder Fund in order to satisfy margin requirements. Any such transactions will raise similar considerations to those described above. Related-Party Charitable Foundation In 2006, Millennium established the "Millennium Management and Employees Foundation" as a tax-exempt IRS §50I(cX3) organization for the purpose of providing support for educational, social, community service and other similar tax-exempt organizations in the communities in which Millennium is involved. Funds provided to the foundation come from Millennium and its officers and employees, but the Fund does not make contributions to the foundation, and no funds of Feeder Fund investors are used to support the foundation. U.K. and Asia Structures - Inter-Compaq)) Loans MCP UK is currently indirectly owned by David Nolan, Co-President of the General Partner. The capital to establish, capitalize and maintain MCP UK was loaned to Mr. Nolan by the Master Partnership, and that receivable remains outstanding to the Master Partnership. The loan is secured by Mr. Nolan's interest in MCP UK and its U.K. affiliates. If the loan becomes due and payable and has not been paid, the Master Partnership is authorized, among other things, to transfer the shares to itself or to sell the shares (and the assets of MCP UK and its U.K. affiliates) and apply the proceeds towards the discharge of the loan. The loan has been structured in a way that seeks to ensure that Mr. Nolan does not receive any additional pecuniary benefit from owning MCP UK. Mr. Nolan operates MCP UK with the intention of MCP UK's providing a valuable service to the Master Partnership and its investors, and not with the intention of making a personal profit (or incurring a personal loss). The ownership structure of MCP UK may change from time to time without notice. Each of MCM Singapore, MCM FIK, and MCM Asia's Tokyo Branch (collectively, the "Asia Entities") is owned by Millennium International Management. The capital to establish, capitalize and maintain the Asia Entities has been loaned to Millennium International Management by the Master Partnership. The loans are secured by Millennium International Management's interest in the shares of each Asia Entity. If the loans becomes due and payable and have not been paid, the Master Partnership is authorized, among other things, to transfer the shares to itself or to sell the shares (and the assets of the relevant Asia Entity) and apply the proceeds toward the discharge of the loans. These loans have been structured in a way that seeks to ensure that Millennium International Management does not receive any additional pecuniary benefit from owning 11= -MAXWELL 11-58 CONFIDENTIAL UBSTERRAMAR00001421 EFTA00237067

the Asia Entities. The ownership structure of the Asia Entities may change from time to time without notice. These inter-company loans in the aggregate currently represent less than 1% of the net asset value of the Master Partnership. These inter-company loans are exclusively for the benefit of the Master Partnership and are not for the benefit of the General Partner or its principals or affiliates. Under the terms of the Master Partnership's governing documents, the Master Partnership is obligated to reimburse all costs, fees and expenses incurred in managing the assets of the Master Partnership, including the costs, fees and expenses associated with the offices of MCP UK and the Asia Entities. As a result, these inter-company loans are an advancement of regulatory capital and expenses that would otherwise be incurred by the Master Partnership, and do not result in any increased costs to the Master Partnership. The Fund may enter into similarly structured inter-company loans or other similar arrangements to facilitate the Fund's investment activities, including in other jurisdictions, in the future. Compliance, Legal and Ethics Oversight (CLEO) Committee The CLEO Committee is responsible for reviewing firm-wide compliance, legal and ethics issues throughout Millennium's business as they arise, and investigating (directly or indirectly) possible breaches of compliance, legal or ethical duties, rules, policies or procedures committed by any of Millennium's employees or agents or persons acting on their behalf. Certain Tax Matters Relating to the Master Partnership Certain Cayman Islands Tax Matters THE FOLLOWING IS A SUMMARY OF CERTAIN CAYMAN ISLANDS TAX CONSEQUENCES TO PERSONS WHO PURCHASE INTERESTS IN THE OFFERING. THE DISCUSSION IS BASED UPON APPLICABLE LAW OF THE CAYMAN ISLANDS AND ON THE ADVICE OF WALKERS, CAYMAN ISLANDS COUNSEL. THE DISCUSSION DOES NOT ADDRESS ALL OF THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR INVESTOR. PROSPECTIVE INVESTORS MUST CONSULT THEIR OWN TAX ADVISERS AS TO THE CAYMAN ISLANDS TAX CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF INTERESTS, AS WELL AS THE EFFECTS OF TAX LAWS OF THE JURISDICTIONS OF WHICH THEY ARE CITIZENS, RESIDENTS OR DOMICILIARIES OR IN WHICH THEY CONDUCT BUSINESS. There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Master Partnership will be received free of all Cayman Islands taxes. The Master Partnership is registered as an "exempted limited partnership" pursuant to the Exempted Limited Partnership Law (as amended). The Master Partnership has received an undertaking from the Governor in Cabinet of the Cayman Islands dated November 28, 2000 to the effect that, for a period of fifty years from such date, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to MAXWELL 11-59 CONFIDENTIAL UBSTERRAMAR00001422 EFTA00237068

be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the Master Partnership, or to the Investors thereof, in respect of any such property or income. Other Jurisdictions Tax disclosures relevant to an investment in a particular Feeder Fund have been included in Part One of the applicable version of this Confidential Memorandum. Certain Legal and Regulatory Matters Relating to the Fund United States Investment Comparry Act As entities that are engaged primarily in the business of "investing, reinvesting, or trading in securities," the Feeder Funds and the Fund would likely fall within the definition of "investment company" found in the Investment Company Act. The Investment Company Act imposes technical, complex, and extensive substantive regulations of the activities of an investment company (including obligations and restrictions relating to organization, corporate governance, disclosure, asset allocation, and investment diversification) and prohibits an investment company from offering or selling securities in the United States unless it is registered under the Investment Company Act. However, each of the Feeder Funds and the Master Partnership is excluded from the definition of "investment company" under the Investment Company Act pursuant to Section 3(c)(7) of that act, and they therefore are not subject to its provisions. United States Investment Advisers Act The General Partner is registered as an investment adviser with the SEC under the U.S. Investment Advisers Act of 1940, as amended and certain affiliates of the General Partner and certain Portfolio Managers are "Relying Advisers" who rely on the General Partner's registration as an investment adviser. United States Commodity Exchange Act The Master Partnership and each of the Feeder Funds is classified as a "commodity pool" under the U.S. Commodity Exchange Act, as amended (the "CEA"), and each of the General Partner, Millennium International Management and Millennium Global Estate GP is registered with the U.S. Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator ("CPO"), as a commodity trading advisor ("CTA") and is a member of the U.S. National Futures Association. In addition, Israel Englander, the managing member or control person of each of the General Partner, Millennium International Management and Millennium Global Estate GP, is registered under the CEA as an associated person and a principal of each of the General Partner, Millennium International Management and Millennium Global Estate GP. However, because interests in each Feeder Fund and in the Master Partnership are offered and sold only to "qualified eligible persons" (as defined in the CEA) in offerings exempt from registration under the Securities Act pursuant to Section 4(2) or Regulation S thereunder, MAXWELL 11-60 CONFIDENTIAL UBSTERRAMAR00001423 EFTA00237069

the General Partner, Millennium International Management and Millennium Global Estate GP are not required under the CEA to provide any disclosure document to investors and are granted significant relief from the periodic reporting and recordkeeping requirements of the CEA. The Fund fulfills its initial margin requirements with respect to commodity interests subject to CFTC jurisdiction by delivering cash, or to the extent permitted by the rules of the exchange on which a position is being maintained, by delivering securities. Any income generated from Fund securities posted as margin will be received by the Master Partnership and allocated among the partners in the Master Partnership (including the Feeder Funds) in the same manner as is provided in the Partnership Agreement for items of income. Any variation margin required to be furnished by the Fund from time to time will be satisfied solely through the delivery of cash or other acceptable collateral. United States Securities Exchange Act Institutional Investment Manager. The Master Partnership and a number of its affiliates qualify as "institutional investment managers" under Section 13(f) of the Exchange Act and, accordingly, are required to file quarterly "Form 13F" position reports with the SEC. These reports are available through the SEC's EDGAR database, which can be accessed through the SEC's web site (www.sec.gov). Broker-Dealer and Other Similar Registrations. Millennium has in the past had a broker-dealer entity registered under the Exchange Act and may in the future have a broker-dealer entity registered under the Exchange Act or another similarly regulated entity. Cayman Islands Mutual Funds Law Pursuant to recent amendments to the Mutual Funds Law (as amended) of the Cayman Islands (the "Law"), certain "master funds" (as defined in the Mutual Funds Law) are to be registered with, and regulated by, the Cayman Islands Monetary Authority (the "Monetary Authority"). The Master Partnership has submitted an application for registration pursuant to the Law. As a regulated "master fund," the Master Partnership is not required to be licensed or employ a licensed mutual fund administrator, but it is subject to the supervision of the Monetary Authority. The Master Partnership must file this Confidential Memorandum and details of any changes that materially affect any information in this Confidential Memorandum with the Monetary Authority. The Master Partnership must also file annually with the Monetary Authority accounts approved by an approved auditor, together with a return containing particulars specified by the Monetary Authority, within six months of its financial year end or within such extension of that period as the Monetary Authority may allow. A prescribed fee must also be paid annually. In addition to the annual audit, the Monetary Authority may, at any time, instruct the Master Partnership to have its accounts audited and to submit them to the Monetary Authority within such time as the Monetary Authority specifies. The Monetary Authority MAXWELL 11-61 CONFIDENTIAL UBSTERRAMAR00001424 EFTA00237070

may also ask the General Partner to give the Monetary Authority such information or such explanation in respect of the Master Partnership as the Monetary Authority may reasonably require to enable it to carry out its duty under the Law. The Monetary Authority shall, whenever it considers it necessary, examine, including by way of on-site inspections or in such other manner as it may determine, the affairs or business of the Master Partnership for the purpose of satisfying itself that the provisions of the Law and applicable anti-money laundering regulations are being complied with. The General Partner must give the Monetary Authority access to, or provide at any reasonable time, all records relating to the Master Partnership, and the Monetary Authority may copy or take an extract of a record it is given access to. Failure to comply with these requests by the Monetary Authority may result in substantial fines on the part of the General Partner and may result in the Monetary Authority's applying to the court to have the Master Partnership wound up. The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund: (a) is or is likely to become unable to meet its obligations as they fall due; (b) is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors; (c) is not being managed in a fit and proper manner; or (d) has persons appointed as general partner, manager or officer that is not a fit and proper person to hold the respective position. The powers of the Monetary Authority include, inter alia, the power to require the substitution of the General Partner, to appoint a person to advise the Master Partnership on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Master Partnership. There are other remedies available to the Monetary Authority including the ability to cancel the registration of the Master Partnership and to apply to the court for approval of other actions. Foreign Registrations A number of the Millennium entities are registered with their local regulators. See "The Fund's Management, Structure and Operations—Affiliated Relying Advisers." Stock Exchanges/Self-Regulatory Organizations By virtue of their exchange memberships, a number of Millennium entities are also subject to oversight by, among others, NYSE, NYSE/AMEX, NYSE/ARCA, the MAXWELL II-62 CONFIDENTIAL UBSTERRAMAR00001425 EFTA00237071

International Securities Exchange, BATS Exchange Inc., NASDAQ, NASDAQ/BX, and the Chicago Mercantile Exchange. In general, such oversight is intended to protect the markets themselves and a firm's public customers, rather than investors in the Master Partnership or in the Feeder Funds. Anti-Money Laundering Regulations The Master Partnership accepts investments only from (i) the Feeder Funds, (ii) entities through which Portfolio Managers and related personnel are able to invest in their strategies and (iii) the General Partner. Accordingly, the Master Partnership relies upon the Feeder Funds' "know your investor" and similar anti-money-laundering policies and procedures, described in Part One of the applicable version of this Confidential Memorandum. Litigation Settlement Relating to Mutual Fund Trading In December 2005, the General Partner, Mr. Englander and certain other Millennium officers and affiliates entered into settlements with the Attorney General of the State of New York and the SEC relating to allegations that the respondents had improperly engaged in activities related to "market timing" of investments in mutual funds. Under these agreements, the respondents consented to the entry of findings without admitting or denying that they had taken any actions that were in violation of law. Pursuant to the settlements, the respondents, among other things, agreed to the following: ■ certain undertakings, described more fully in the settlements, designed to enhance Millennium's legal, compliance and ethics structure; ■ the disgorgement of approximately $148 million of the profits earned from mutual fund trading (of which approximately $26.6 million reflected incentive amounts earned on the disgorged profits); ■ the payment of civil fines by the individuals named aggregating approximately $32 million; and ■ to "cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder." Millennium is in full compliance with all provisions of the settlement. The Master Partnership's Fiscal Year The fiscal year-end of the Master Partnership is December 31. MAXWELL II-63 CONFIDENTIAL UBSTERRAMAR00001426 EFTA00237072

The Master Partnership's Independent Public Accountants The Master Partnership has retained Ernst & Young LLP, 5 Times Square, New York, New York 10036, certified public accountants, as its auditor. =MAXWELL II-64 CONFIDENTIAL UBSTERRAMAR00001427 EFTA00237073

Appendix B Second Amended and Restated Limited Liability Company Agreement of AiphaKeys Millennium Fund, L.L. C. -MAXWELL CONFIDENTIAL UBSTERRAMAR00001428 EFTA00237074

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ALPHAKEYS MILLENNIUM FUND, L.L.C. is dated and effective as of April 1, 2014, by and among UBS Fund Advisor, L.L.C., as the manager, and each person admitted to the Fund and reflected on the books of the Fund as a Member. WITNESSETH: WHEREAS, the Fund heretofore was formed, under the name "UBS Millennium Fund, L.L.C.," as a limited liability company under the Delaware Act pursuant to the filing of the Certificate on February 28, 2011, and at its formation was governed by the Limited Liability Company Agreement of the Fund, dated as of February 28, 2011 (the "Original Agreement") WHEREAS, the Original Agreement was subsequently amended and restated in its entirety as of March 1, 2011 by the Amended and Restated Limited Liability Company Agreement of the Fund (the "Amended Agreement"); WHEREAS, the Fund's Certificate was amended to reflect the change of the name of the Fund to "AlphaKeys Millennium Fund, L.L.C." effective on April 1, 2014; WHEREAS, the parties hereto wish to effect the following: (a) the amendment and restatement of the Amended Agreement in its entirety; and (b) the continuation of the Fund on the terms set forth herein. NOW, THEREFORE, the parties hereto hereby agree to continue the Fund and hereby amend and restate the Amended Agreement, which is replaced and superseded in its entirety by this Agreement, as follows: MAXWELL 9-1 CONFIDENTIAL UBSTERRAMAR00001429 EFTA00237075

ARTICLE I-Definitions For purposes of this Agreement: 1940 Act means the Investment Company Act of 1940 and the rules, regulations and orders thereunder, as amended from time to time, or any successor law. 1933 Act means the Securities Act of 1933 and the rules, regulations and orders thereunder, as amended from time to time, or any successor law. Additional Series Schedule shall have the meaning set forth in Section 2.8(d) hereof. Administrator means the provider of administrative or support services appointed pursuant to the Administrative Services Agreement, which shall initially be UBS Fund Advisor, L.L.C. or any affiliate thereof or successor thereto. Administrative Services Agreement means the administrative services agreement entered into between the Fund and the Administrator, including any amendments thereto. Advisers Act means the Investment Advisers Act of 1940 and the rules, regulations and orders thereunder, as amended from time to time, or any successor law. Affiliate means, with respect to any Person, another Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" and its corollaries mean, without limitation, (i) the direct or indirect ownership of in excess of 50% of the equity interests (or interests convertible into or otherwise exchangeable for equity interests) in a Person or (ii) the possession of the direct or indirect right to vote in excess of 50% of the voting securities or elect in excess of 50% of the board of directors or other governing body of a Person (whether by securities ownership, contract or otherwise). Agreement means this Second Amended and Restated Limited Liability Company Agreement, as amended and/or restated from time to time. Amended Agreement shall have the meaning set forth in the Recitals. Benefit Plan Member means any Member that would be deemed to be a "benefit plan investor" under the Plan Assets Rules and to the extent provided under the Plan Assets Rules. Capital Account means, with respect to each Member, the capital account established and maintained on behalf of each Member pursuant to Section 5.3 hereof. Capital Contribution means the contribution, if any, made, or to be made, as the context requires, to the capital of the Fund by a Member. Certificate means the certificate of formation of the Fund, dated as of February 28, 2011, and any amendments, thereto as filed with the office of the Secretary of State of the State of Delaware on February 28, 2011. Class shall have the meaning set forth in Section 2.8 hereof. -MAXWELL B-2 CONFIDENTIAL UBSTERFtAMAR00001430 EFTA00237076

Closing Date means the first date on or as of which an Unaffiliated Member is admitted to the Fund. Code means the United States Internal Revenue Code of 1986, as amended and as hereafter amended from time to time, or any successor law. Confidential Information means the name or address (whether business, residence or mailing) of any Member or any other information relating to the Fund, the Members or the Manager that is not generally available to the public except, with respect to a Member, any information in such Member's possession from a third party which is under no obligation to maintain the confidentiality of such information. Conflicts Review Committee means an independent representative or a committee of one or more members appointed by the Manager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder or any successor thereto. Expenses shall have the meaning set forth in Section 3.6(b) hereof. Early Withdrawal Charge shall have the meaning set forth in Section 4.3(e) hereof. Fee means a fee paid to the Administrator, as provided for in the Administrative Services Agreement. FINRA means the Financial Industry Regulatory Authority, Inc. Fiscal Period means the period commencing on the Closing Date, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (i) the last day of each month; (ii) the day preceding any day as of which a contribution to the capital of the Fund is made; (iii) the day as of which a Member withdraws all or any portion of its Interest; (iv) the day as of which the Fund admits a substituted Member to whom an Interest (or portion thereof) of a Member has been Transferred (unless there is no change of beneficial ownership); or (v) any other date the Manager determines in its sole discretion. -MAXWELL B-3 CONFIDENTIAL UBSTERRAMAR00001431 EFTA00237077

Fiscal Year means the period commencing on the Closing Date and ending on the first December 31st following the Closing Date, and thereafter each period commencing on January 1 of each year and ending on December 31 of each year (or on the date of a final distribution pursuant to Section 6.2 hereof), unless the Manager shall designate another fiscal year for the Fund that is a permissible taxable year under the Code. Fund means the limited liability company governed hereby, as such limited liability company may from time to time be constituted. Fund Percentage means a percentage established for each Member on the Fund's books as of the first day of each Fiscal Period. The Fund Percentage of a Member for a Fiscal Period shall be determined by dividing the balance of the Member's Capital Account as of the commencement of such Fiscal Period by the sum of the Capital Accounts of all of the Members as of the commencement of such Fiscal Period. The sum of the Fund Percentages of all Members for each Fiscal Period shall equal 100%. GAAP means U.S. generally accepted accounting principles. Gate shall have the meaning set forth in Section 4.3(c) hereof. Indemnified Person shall have the meaning set forth in Section 3.5(b) hereof. Interest means the entire ownership interest in the Fund at any particular time of a Member, or other person to whom an Interest or portion thereof has been transferred pursuant to Section 4.1 hereof, including the rights and obligations of such Member or other person under this Agreement and the Delaware Act. Interests may be issued as provided in Section 2.8 of this Agreement in one or more Series or Classes. Investments means securities (including, without limitation, equities, debt obligations, options, and other "securities" as that term is defined in Section 2(aX36) of the 1940 Act) and any contracts for forward or future delivery of any security, debt obligation, currency or commodity, all manner of derivative instruments and any contracts based on any index or group of securities, debt obligations, currencies or commodities, and any options thereon, and any investment that does not constitute a "security" under such section, including, but not limited to, interests or shares of the Millennium Fund and Temporary Investments. Majority (or other specified percentage) in Interest means, as of any date, one or more Members that then in the aggregate have Capital Account balances in excess of 50% (or such other specified percentage) of the aggregate Capital Account balances of all Members. Majority (or other specified percentage) in Unaffiliated Interest means, as of any date, one or more Unaffiliated Members that then in the aggregate have Unaffiliated Fund Percentages in excess of 50% (or such other specified percentage). Manager shall mean the "manager" of the Fund within the meaning of the Delaware Act. The initial Manager shall be the Administrator. Member means any person who shall have been admitted to the Fund as a member until the Member withdraws its entire Interest pursuant to Section 4.3 hereof or a substitute Member who is MAXWELL B-4 CONFIDENTIAL UBSTERRAMAR00001432 EFTA00237078

admitted to the Fund pursuant to Section 4.1 hereof, in such person's capacity as a member of the Fund. Millennium Fund means Millennium USA LP, a Delaware limited partnership. Millennium Investment Manager means Millennium Management LLC, a Delaware limited liability company. Negative Basis means, with respect to any Member and as of any time of calculation, the amount by which the total of such Member's Capital Account as of such time is less than his, her or its "adjusted tax basis", for federal income tax purposes, in his, her or its Interest in the Fund as of such time (determined without regard to such Member's share of the liabilities of the Fund under Section 752 of the Code, if any). Negative Basis Member means any Member who withdraws from the Fund and who has Negative Basis as of the effective date of the withdrawal (determined prior to any allocations made pursuant to Section 5.7 hereof). Net Assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, calculated before giving effect to any withdrawals of Interests. Net Profit or Net Loss means the amount by which the Net Assets as of the close of business on the last day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal Period of the Fund, at the close of business on the Closing Date), such amount to be adjusted to exclude any items (including the Fee) to be allocated among the Capital Accounts of the Members on a basis which is not in accordance with the respective Fund Percentages of all Members as of the commencement of such Fiscal Period. Offering Memorandum means the Confidential Offering Memorandum of the Fund, dated April 2014, as may be amended or supplemented from time to time. Original Agreement shall have the meaning set forth in the Recitals. Person means any individual, entity, corporation, partnership, association, limited liability company, joint-stock company, trust, estate, joint venture, organization or unincorporated organization. Plan Assets Rules means Section 3(42) of ERISA and any rules and regulations thereunder, together with any plan assets regulation issued by the U.S. Department of Labor under ERISA, including 29 C.F.R. § 2510.3-101, as amended. Positive Basis means, with respect to any Member and as of any time of calculation, the amount by which the total of such Member's Capital Account as of such time exceeds his, her or its "adjusted tax basis," for federal income tax purposes, in his, her or its Interest in the Fund as of such time (determined without regard to such Member's share of the liabilities of the Fund under Section 752 of the Code, if any). NMI MAXWELL B-S CONFIDENTIAL UBSTERRAMAR00001433 EFTA00237079

Positive Basis Member means any Member who withdraws from the Fund and who has Positive Basis as of the effective date of the withdrawal (determined prior to any allocations made pursuant to Section 5.7 hereof). Series shall have the meaning set forth in Section 2.8 hereof. Soliciting Members means Members representing at least 20% in Interest of the Fund who are requesting a meeting of the Members. Tax Matters Partner means the Member designated as "tax matters partner" of the Fund pursuant to Section 8.15 hereof. Temporary Investment means money market securities, cash or cash equivalents, or other investments made pending investment in the Millennium Fund or as the Manager determines is necessary or prudent, in its discretion. Transfer means the assignment, hypothecation, transfer, sale or other disposition of all or any portion of an Interest, including any right to receive any allocations and distributions attributable to an Interest. Unaffiliated Fund Percentages means a percentage established for each Unaffiliated Member on the Fund's books as of the first day of each Fiscal Period. The Unaffiliated Fund Percentage of an Unaffiliated Member shall be determined by dividing the balance of the Unaffiliated Member's Capital Account as of the commencement of such Fiscal Period by the sum of the Capital Accounts of all of the Unaffiliated Members as of the commencement of the Fiscal Period. The sum of the Unaffiliated Fund Percentages of all Unaffiliated Members shall equal 100%. Unaffiliated Member means any Member who is not an Affiliate of the Administrator. Withdrawal Date shall have the meaning set forth in Section 4.3(b) hereof. ARTICLE II-Organization; Admission of Members 2.1 Formation of Limited Liability Company. The Manager and any person designated by the Manager hereby are designated as authorized persons, within the meaning of the Delaware Act, to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware. The Manager shall cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates which, in the opinion of the Fund's legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund. 2.2 Name. The name of the Fund shall be "AlphaKeys Millennium Fund, L.L.C." or such other name as the Manager hereafter may adopt upon @causing an appropriate amendment to the Certificate to be filed in accordance with the Delaware Act and (ii) sending notice -MAXWELL B-6 CONFIDENTIAL UBSTERRAMAR00001434 EFTA00237080

thereof to each Member. The Fund's business may be conducted under the name of the Fund or, to the fullest extent permitted by law, any other name or names deemed advisable by the Manager. 2.3 Principal and Registered Office. The Fund shall have its principal office at the principal office of the Manager, or at such other place designated from time to time by the Manager. The Fund shall have its registered office in the State of Delaware at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, and shall have Corporation Service Company as its registered agent at such registered office for service of process in the State of Delaware, unless a different registered office or agent is designated from time to time by the Manager in accordance with the Delaware Act. 2.4 Duration. The term of the Fund commenced on the filing of the Certificate with the Secretary of State of the State of Delaware and shall continue until the Fund is dissolved pursuant to Section 6.1 hereof. 2.5 Business of the Fund. The Fund has been organized () to invest substantially all of its capital in the Millennium Fund in accordance with and subject to the other provisions of this Agreement and make other Investments consistent with the terms of the Offering Memorandum of the Fund, 00 to invest in Temporary investments and 010 to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act, including such other activities as are necessary or incidental to the foregoing. The Manager, in the exercise of its management functions on behalf of the Fund, may execute, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may in the opinion of the Manager be necessary or advisable to carry out the management of the Fund's business and any amendments to any such contracts, agreements and other undertakings all without any further act, vote or approval of any other person, notwithstanding any other provision of this Agreement. 2.6 Members. The Manager may admit one or more Members as of the beginning of each calendar month or at such other times as the Manager may determine. Members may be admitted to the Fund subject to the condition that each such Member shall execute an appropriate signature page of this Agreement or an instrument pursuant to which such Member agrees to be bound by all the terms and provisions hereof and a subscription application provided by the Manager. The manager, in its absolute discretion, may reject requests to purchase Interest in the Fund. The admission of any person as a Member shall be effective upon the revision of the books and records of the Fund to reflect the name and the contribution to the capital of the Fund of such additional Member. 2.7 Limited Liability. Except as otherwise provided under applicable law, none of the Members or the Manager, shall be liable personally for the Fund's debts, obligations or liabilities, whether arising in contract tort or otherwise, solely by reason of being a member or manager of the Fund, as applicable, except that a Member may be obligated to make capital contributions to the Fund pursuant to this Agreement to repay any funds wrongfully distributed to such Member. Notwithstanding any other provision of this Agreement the Manager, in the exercise of its management functions on behalf of the Fund, may require a Member to contribute to the Fund, at any time or from time to time, whether before or after the dissolution of the Fund or after such Member ceases to be a member of the Fund, a -MAXWELL B-7 CONFIDENTIAL UBSTERRAMAR00001435 EFTA00237081

such amount as are requested by the Manager, in its exercise of its management functions on behalf of the Fund, to meet the Fund's debts, obligations or liabilities (not to exceed for any Member the aggregate amount of any distributions, amounts paid in connection with a withdrawal of all or a portion of such Member's Interest and any other amounts received by such Member from the Fund during or after the Fiscal Year in which any debt, obligation or liability of the Fund, or any debt obligation or liability of the Millennium Fund, arose or was incurred); provided, however, that each Member shall contribute only his, her or its pro rata share of the aggregate amount requested based on such Member's Capital Account in the Fiscal Year in which the debt, obligation or liability arose or was incurred as a percentage of the aggregate Capital Accounts of all Members of the Fund in such Fiscal Year; and provided further that the provisions of this Section 2.7 shall not affect the obligations of Members under Section 18-607 of the Delaware Act. 2.8 Classes or Series of Interests. The Fund may create one or more additional series ("Series") or classes ("Classes)of Interests which may differ in terms of, among other things, denomination of currency, the timing and amounts of fees and allocations charged, withdrawal rights, minimum initial Capital Contribution, assets underlying the Class or Series and other terms. There shall initially be established two Classes of Fund Interests: Advisory Class Interests and Brokerage Class Interests. New Series or Classes of Interests may be established by the Manager without providing notice to, or receiving consent from, the Members. The terms of such Series or Classes shall be determined by the Manager in its sole discretion. Notwithstanding any other term or provision contained in this Agreement in making allocations pursuant to this Agreement the terms "Net Profit" and "Net Loss" shall be interpreted on a Series-by-Series basis, and separate Capital Accounts shall be maintained for each Series. (a) Series Assets. All consideration received by the Fund from the issuance or sale of an Interest in any Series, together with (i) all assets in which such consideration is invested or reinvested, and (ii) all income, earnings, profits and proceeds from such consideration or assets, including any proceeds derived from the sale, loan, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment or such proceeds in whatever form the same may be, shall be allocated to such Series for all purposes, and shall be so recorded upon the books of account of each Series. Separate and distinct records shall be maintained for each Series, and the assets associated with a Series shall be held and accounted for separately, including a register of members, if any, from the other assets of the Fund and each other Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments that are not readily identifiable as belonging to any particular Series, the Manager shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as the Manager, in its good faith judgment, deems fair and equitable. (b) Series Liabilities. The assets belonging to each particular Series shall be charged with the liabilities of the Fund in respect of such Series and all expenses, costs, charges and reserves attributable to such Series, and any general liabilities, expenses, costs, charges or reserves of the Fund that are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Manager to and among one or more of the Series in such manner and on such basis as the Manager, in its good faith judgment, deems fair and equitable. Each such allocation by the Manager shall MAXWELL B-8 CONFIDENTIAL UBSTERRAMAR00001436 EFTA00237082

be conclusive and binding upon the Members of all Series for all purposes. Without limiting the foregoing, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and not against the assets of the Fund or other Series generally. Any person extending credit to, contracting with or otherwise having any claim against any Series may look only to the assets of that Series to satisfy any such obligation or claim. No Member or former Member of any Series shall have any claim on or any right to any assets allocated to or belonging to any other Series. Notice of this limitation on Series liabilities shall be set forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certificate of formation) shall become applicable to the Fund and each Series. (c) Termination of a Series. Any Series may be terminated only upon (i) the written agreement of the Fund, (ii) the sale or other disposition of all or substantially all of the assets of such Series or (iii) the dissolution of the Fund in accordance with Section 6.1. Upon the termination of any Series, the Fund shall not carry on any business in respect of such Series except for the purpose of winding up its affairs, and the Fund shall proceed to wind up the affairs of such Series. (d) Establishment of Additional Series. In connection with the formation of each additional Series, the Manager shall approve (and the Fund shall prepare, sign and deliver to each Member having an Interest in such Series) a schedule to this Agreement ("Additional Series Schedule") setting forth the name of all Members having an Interest in such Series, the rights and obligations of such Members with respect to such Series and such other matters as the Manager shall, in its sole discretion, determine to be appropriate, advisable or convenient in respect of such Series. Upon the execution and delivery of a counterpart of each Additional Series Schedule, each Member listed therein shall have the rights and obligations set forth in this Agreement as well as on the Additional Series Schedule. ARTICLE III-Management 3.1 Management and Control. (a) Management and control of the business of the Fund shall be vested in the Manager, which shall have the right, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and its duties hereunder. (b) Each Member agrees not to treat, on his, her or its personal return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Manager (or its designee) shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members (other than the Manager) shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no -MAXWELL B-9 CONFIDENTIAL UBSTERRAMAR00001437 EFTA00237083

right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities as required in the Delaware Act. (d) The Manager may delegate to any person any rights, power and authority vested by this Agreement in the Manager to the extent permissible under applicable law. (e) If at any time the Manager determines that the level of investment in the Fund by Benefit Plan Members would be considered "significant" (as defined in the Plan Assets Rules), the Manager shall be authorized to cause Benefit Plan Members to withdraw or reduce their Interests to the extent necessary in order to prevent the assets of the Fund from being considered "plan assets" under the Plan Assets Rules. In the event the Manager determines that it is necessary to require the withdrawal of Benefit Plan Members in order to prevent the assets of the Fund from being considered "plan assets" under the Plan Assets Rules, it shall require the withdrawal of all Benefit Plan Members on a pro rata basis (in proportion to their Capital Accounts), unless it determines in its absolute discretion to require such withdrawals on a non-pro rata basis in order to facilitate compliance with any other tax or regulatory requirements of the Fund or for any other reason determined by the Manager in its absolute discretion to be in the best interest of the Fund. (0 The Manager shall have the power and authority to appoint a Conflicts Review Committee. The Manager shall seek the approval of the Conflicts Review Committee 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 Fund and each of the Members. The Conflicts Review Committee shall not participate in the management or control of the Fund. (g) The Manager shall have the authority to enter into the Administrative Services Agreement on behalf of the Fund pursuant to which the Manager will delegate to the Administrator full responsibility for taking certain actions on behalf of the Fund. (h) The Manager may borrow money on behalf of the Fund for any purpose, including (i) for temporary or emergency purposes or in connection with withdrawals by an Investor, (ii) to invest in the Millennium Fund pending the receipt of capital contributions from Investors and (iii) to cover any shortfall in the Fund's ability to perform any payment obligations when due. (i) The Manager shall have the authority to form one or more feeder funds or parallel funds without notice to, or approval from, the Members. The Manager shall have the authority to enter into side letters or other similar agreements with a particular Member without the approval of other Members of the Fund. The terms of any such side letter or similar agreement shall not be disclosed to other Members unless the Manager, in its sole discretion, otherwise determines. Any rights or terms so established in a side letter or similar agreement with a Member shall govern solely with respect to such Member. 3.2 Meetings of Members I -MAXWELL 8-10 CONFIDENTIAL UBSTERRAMAR00001438 EFTA00237084

(a) Meetings of the Members may be called by the Manager or by the Soliciting Members. In the case of a meeting called by the Soliciting Members, a written proposal to call a meeting signed by the Soliciting Members and indicating the purpose for which the meeting is to be called shall be provided to the Manager. In the case of a meeting called by the Soliciting Members for the purpose of terminating the Administrative Services Agreement or removing the Administrator pursuant to the Administrative Services Agreement, such written proposal shall also set forth the name, qualifications and experience of the proposed successor administrator and attach a copy of such proposed successor's binding offer to serve as investment adviser for the remaining term of the Fund. (b) Within sixty (60) days after receipt by the Manager of a notice from the Soliciting Members requesting a meeting, the Manager shall cause a notice of such meeting to be given to each Member. A meeting of Members shall be held at a time and place determined by the Manager within 60 days after such notice is given. A Majority in Interest represented in person shall constitute a quorum at a meeting of Members. (c) For purposes of determining the Members entitled to notice of or vote at any meeting, the Manager may set a record date, which date for purposes of notice of a meeting shall not be less than ten (10) days nor more than sixty (60) days before the date of the meeting. (d) The Manager shall have full power and authority concerning the manner of conducting any meeting of Members, including, the determination of Persons entitled to vote, the existence of a quorum, the conduct of voting, and the determination of any controversies, votes or challenges arising in connection with or during such meeting or voting. The Manager shall designate an individual to serve as chairman of any meeting and shall further designate an individual to take the minutes of any meeting, which individuals may be directors or officers of the Manager. (e) All minutes of meetings of the Members shall be kept with the records of the Fund maintained by the Manager. (f) A Member may vote at any meeting of Members by a proxy properly executed in writing by the Member and filed with the Fund before or at the time of the meeting. A proxy may be suspended or revoked, as the case may be, by the Member executing the proxy by a later writing delivered to the Fund at any time prior to exercise of the proxy or if the Member executing the proxy shall be present at the meeting and decide to vote in person. Any action of the Members that is permitted to be taken at a meeting of the Members may be taken without a meeting if consents in writing, setting forth the action taken, are signed by at least a Majority in Interest of the Members eligible to vote or such greater percentage as may be required in order to approve such action. 3.3 Other Activities. (a) The Manager shall not be required to devote full time to the affairs of the Fund, but shall devote such time as it may determine is reasonably required to perform its obligations under this Agreement and any other agreement it may have with the Fund. MIE-MAXWELL 8-11 CONFIDENTIAL UBSTERRAMAR00001439 EFTA00237085

(b) The Manager and any Member, or Affiliates of any of them, may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, acquisition and disposition of Investments, provision of investment advisory or brokerage services, serving as directors, officers, employees, advisors or agents of other companies, partners of any partnership, members of any limited liability company, or trustees of any trust, or entering into any other commercial arrangements. No Member shall have any rights in or to such activities of any other Member, the Manager, or Affiliates of any of them, or any profits derived therefrom. 3.4 Duty of Care. A Member not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Fund, any other Member or third parties only as required by the Delaware Act or otherwise provided in this Agreement. 3.5 Exculpation and Indemnification. (a) The Manager shall not be liable to the 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 this 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 this Agreement; provided, that under no circumstance will the Manager be liable for any indirect or consequential damages. (b) The Fund shall indemnify the Manager and any member, director, officer or employee of the Manager, and any of their affiliates of the foregoing, and the members of the Conflicts Review Committee (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 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, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement, absent willful misfeasance, bad faith or gross negligence of its obligations to the Fund; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights that the Fund or the Members may have under applicable securities or other laws to the extent such rights cannot be contractually waived or limited. (c) Expenses incurred by an Indemnified Person in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the 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 Fund, or the Manager in respect of which the Manager is entitled to indemnification shall be satisfied from the Fund assets, including Capital Contributions. If the Manager determines that it is appropriate or necessary to do so, the Manager may cause the Fund to establish MAXWELL 8-12 CONFIDENTIAL UBSTERRAMAR00001440 EFTA00237086

reasonable reserves, escrow accounts or similar accounts to fund its obligations under this Section 3.5. 3.6 Fees, Expenses and Reimbursement (a) So long as the Administrator (or its affiliate) serves as administrator for the Fund pursuant to the Administrator Services Agreement, it shall be entitled to receive the Fee. The Fee shall be payable to the Administrator out of the assets of the Fund, on a Class-by-Class basis, on behalf of each Member of each such Class and will be allocated among the Capital Accounts of the Members accordingly. (b) The Fund shall bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Administrator pursuant to the Administrative Services Agreement. Expenses to be borne by the Fund include, but are not limited to, the following (together, the "Expenses"): (i) all costs and expenses related to investment transactions and positions for the Fund's account, including, but not limited to, custodial fees, fees and expenses incurred in connection with the Fund's investment in the Millennium 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 Fund; (ii) all costs and expenses associated with borrowing; (iii) fees payable to the Conflicts Review Committee; (iv) all costs and expenses associated with the organization and operation of the Fund, including offering costs and the costs of compliance with any applicable federal, state and other laws; (v) the costs and expenses of holding any meetings of the Conflicts Review Committee that are permitted or required to be held under the terms of this Agreement or applicable law; (vi) fees and disbursements of any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund, including in connection with an audit; (vii) the costs of any liability or other insurance obtained on behalf of the Fund or the Administrator; (viii) all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Members; (ix) all expenses of computing or determining the Fund's Net Assets, including any equipment or services obtained for the purpose of valuing the Fund's investment portfolio, including appraisal and valuation services provided by third parties; (x) all charges for equipment or services used for communications between the Fund and any custodian or other agent engaged by the Fund; =II -MAXWELL 8-13 CONFIDENTIAL UBSTERRAMAR00001441 EFTA00237087

(xi) costs of compliance with any applicable federal or state laws; tax preparation and reporting fees; taxes, including but not limited to, tax payments made on behalf of Members; (xii) the Fee and the fees of custodians and other persons providing administrative or sub-administrative services to the Fund; (xiii) 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 (xiv) such other types of expenses as may be approved from time to time by the Administrator. The Fund may pay costs and expenses, including any amounts paid or accrued by the Fund vis-a-vis its investment in the Millennium Fund (including the performance allocation charged by the Millennium Fund), such as withdrawal charges. Expenses (other than the Fee) will be allocated pro rata among the Members unless otherwise determined by the Manager (in which case they will be allocated on such other basis as the Manager determines). The Manager shall be entitled to reimbursement from the Fund for any of the above expenses that it pays on behalf of the Fund. The Administrator may determine to bear, waive or delay certain expenses (including organizational expenses of the Fund) in its sole discretion, under such terms and in such manner as the Administrator chooses, so long as such terms and such manner are disdosed to Members. 3.7 Liabilities and Duties. To the extent that, at law or in equity, the Manager, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Fund or to a Member, any such Manager, Member or other Person acting under this Agreement shall not be liable to the Fund or to a Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager, a Member or other Person otherwise existing at law or in equity, are agreed to replace such other duties and liabilities of the Manager or such Member or other Person. ARTICLE IV-Removal of Manager; Termination of Administrative Services Agreement; Transfers and Withdrawals 4. l Removal of the Manager; Termination of Administrative Services Agreement. (a) The Manager may be removed at any time by a vote of at least a Majority in Unaffiliated Interest at a meeting of the Members called for such purpose in accordance with this Agreement. A substitute Manager may be appointed upon the vote of at least a Majority in Interest. (b) The Administrative Services Agreement may be terminated at any time by a vote of at least a Majority in Unaffiliated Interest at a meeting of the Members called for such purpose in accordance with this Agreement. A substitute Administrator may be appointed upon the vote of at least a Majority in Interest. (c) The Manager may resign as Manager of the Fund and cause another individual or entity to be appointed as the replacement manager of the Fund by prior notice to -MAXWELL 8-14 CONFIDENTIAL UBSTERRAMAR00001442 EFTA00237088

the Fund and, to the extent consistent with applicable law, without the prior consent of the Fund or the Members. 4.2 Transfer of Interests of Members. (a) An Interest or portion thereof of a Member may be Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of such Member or (ii) with the written consent of the Manager (which may be withheld in its sole and absolute discretion). If the Manager does not consent to a Transfer by operation of law, the Fund shall redeem the Interest from the Member's successor. Any permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member Transfers an Interest or portion thereof with the approval of the Manager, the Fund may take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be effective upon the execution and delivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, induding attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such Member shall cease to be a member of the Fund. Notwithstanding the foregoing, no Transfer shall be permitted if (i) it would cause the assets of the Fund to be considered "plan assets" under the Plan Assets Rules or (ii) if such transferee is not a "qualified purchaser" as such term is defined under the 1940 Act and an "accredited investor" as defined in the 1933 Act. (b) Each transferring Member shall indemnify and hold harmless the Fund, the Manager, each other Member and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.2 and (ii) any misrepresentation by such Member in connection with any such Transfer. 4.3 Withdrawal of Interests. (a) Except as otherwise provided in this Agreement, no Member or other person holding an Interest or portion thereof shall have the right to withdraw that Interest or portion thereof. A Member may withdraw all or a portion of its Capital Account on any Withdrawal Date, subject to any Gate, if applicable and the other provisions of this Section 4.3. (b) A Member shall be permitted to make a withdrawal of Interests as of close of business on March 31, June 30, September 30 and December 31 of each year (each such day, a "Withdrawal Date"). MAXWELL 8-15 CONFIDENTIAL UBSTERRAMAR00001443 EFTA00237089

(c) To the extent the Fund has received withdrawal requests in respect of Interests for any Withdrawal Date aggregating to more than twenty-five percent (25%) of the aggregate net asset value of the Fund attributable to Interests as of such Withdrawal Date, the Manager may, in its sole and absolute discretion, (i) satisfy all such withdrawal requests or (ii) reduce all such withdrawal requests, pro rata based on the requested withdrawal amount of each Member, so that only 25% (or a higher percentage, in the sole discretion of the Manager) of the aggregate net asset value of the Fund attributable to Interests as of such Withdrawal Date is withdrawn as of such date (the "Gate"). To the extent a request for withdrawal of Interests is not satisfied due to the Gate, the applicable Member will be deemed automatically to have resubmitted a withdrawal request for the remaining portion of such unsatisfied request as of the next Withdrawal Date. (d) To the extent the Fund is restricted from making withdrawals from the Millennium Fund in respect of Interests due to a gating or other restriction imposed by the Millennium Fund, the Manager may, in its sole discretion, reduce the withdrawals requested by Members pro rata according to the method described in Section 4.3(c). (e) A withdrawal of any Interests prior to the last day of the fourth full fiscal quarter after the subscription for such Interests will be subject to an early withdrawal charge (the "Early Withdrawal Charge") equal to 4% of the amount requested to be withdrawn (regardless of whether the Fund is charged the corresponding early redemption fee by the Millennium Fund). Any early withdrawal charge that is charged to the Fund by the Millennium Fund will be allocated pro rata among Members. (t) Notice of withdrawal must be received in writing by the Fund no later than the one hundred and fifth (105th) day preceding the Withdrawal Date upon which any or all of a Member's Interest may be withdrawn, or upon such other notice period, which may be longer, as may be notified to the Members, in the Manager's sole discretion. (g) Withdrawal proceeds will be distributed as follows: (i) In the case of withdrawals of 95% or more of the balance of a Member's Capital Account, an amount equal to 95% of the estimated withdrawal proceeds is generally expected to be payable to such Member 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 Fund receives its audited financial statements for the year in which such Withdrawal Date occurred. (ii) In the case of withdrawals of less than 95% of the balance of a Member's Capital Account requested as of March 31 or September 30, an amount equal to 100% of the estimated withdrawal proceeds is generally expected to be payable to such Member within sixty (60) days after the applicable Withdrawal Date. (iii) In the case of withdrawals of less than 95% of the balance of a Member's Capital Account requested as of June 30 or December 31, an amount equal to 95% of the estimated withdrawal proceeds is generally expected to be payable to such Member within sixty (60) days after the applicable Withdrawal Date, and the balance will be EMIMAXWELL 8-16 CONFIDENTIAL UBSTERRAMAR00001444 EFTA00237090

paid, subject to audit adjustment and with interest, 15 days following receipt from the Millennium Fund. (h) Notwithstanding the foregoing, amounts held back may be larger and/or paid out later, in the Manager's sole discretion. (i) Notwithstanding the foregoing, the Manager may waive any notice requirements in its sole discretion; provided that any notice is irrevocable unless otherwise determined by the Manager. Notwithstanding anything to the contrary contained herein, once the Fund has commenced liquidation, all withdrawal rights and requests may be canceled or altered in the Manager's sole discretion. If the Manager is removed as manager of the Fund pursuant to Section 4.1 hereof, it (or its trustee, other legal representative or Affiliate) may within sixty (60) days of the effective date of such termination withdraw all or any portion of its Capital Account. Not later than thirty (30) days after the receipt of such notice, the Fund shall cause such withdrawn portion of the Capital Account to be paid out in cash. (k) The Manager may cause the Fund to redeem an Interest or portion thereof of a Member or any person acquiring an Interest or portion thereof from or through a Member if the Manager determines or has reason to believe that: (i) such an Interest or portion thereof has been transferred in violation of Section 4.2 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetency of a Member; (ii) ownership of such an Interest by a Member or other person will cause the Fund to be in violation of, or require registration of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund or the Manager, or may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal consequences; (iv) disposal of any assets of the Fund or other transactions involving the sale, transfer or delivery of funds, securities or other assets in the ordinary course of the Fund's business is not reasonably practical without being detrimental to the Interests of the withdrawing Members or the remaining Members; (v) any of the representations and warranties made by a Member in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or (i) (vi) it would be in the best interests of the Fund, as determined by the Manager, for the Fund to redeem such an Interest or portion thereof. (I) Withdrawals of Interests or portions thereof by the Fund shall be funded with cash or securities. Although the Manager 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 Manager's sole discretion. The MIE-MAXWELL 8-17 CONFIDENTIAL UBSTERRAMAR00001445 EFTA00237091

Manager, in its sole discretion, may subject a Member to a charge in order to defray the costs and expenses of the Fund in connection with such withdrawal, induding but not limited to the Early Withdrawal Charge and any amounts paid or accrued by the Fund vis-à-vis its investment in the Millennium Fund and withdrawal or similar charges imposed by the Millennium Fund. The Manager may determine to satisfy a withdrawal request in full, without a holdback, in its discretion. (m) The amount due to any Member whose Interest or portion thereof is withdrawn shall be equal to the value of such Member's Capital Account or portion thereof based on the estimated net asset value of the Fund's assets as of the effective date of withdrawal, after giving effect to all allocations and charges (including the Fee) to be made to such Member's Capital Account as of such date. All such withdrawals shall be subject to any and all conditions as the Manager may impose, including the following: (i) a Member may not make a partial withdrawal of his, her or its Interest if thereafter the Capital Account of such Member would be less than $250,000 or such lesser amount as the Manager in its sole discretion may determine; (ii) partial withdrawals must be made in increments of not less than $50,000 or such other amount as the Manager in its sole discretion may determine; and (iii) the Manager may delay or suspend redemptions for any or no reason, including without limitation if (i) the Manager, in its sole discretion, has reasonably determined that delay or suspension is necessary, prudent or appropriate in connection with the operation of the Fund or (ii) the Fund's ability to make withdrawals from the Millennium Fund is suspended, delayed, modified or denied; (n) Notwithstanding the foregoing, no withdrawal shall be permitted if it would cause the assets of the Fund to be considered "plan assets" under the Plan Assets Rules. 4.4 Return of Certain Distributions and Withdrawal Proceeds. Notwithstanding any other provision of this Agreement to the contrary, if at any time following a withdrawal of all or a portion of a Capital Account, the Manager determines, in its sole discretion, that the amount paid to a Member or former Member pursuant to such withdrawal was materially incorrect for any reason, including but not limited to (i) a determination by the Manager that the amount paid to the Fund pursuant to a withdrawal from the Millennium Fund was materially incorrect and the Manager determines, in its sole discretion, that such amount should be allocated to such Member or former Member, or (ii) a determination by the Manager, that the calculation of Net Assets was materially incorrect at the time such amount was paid to such Member or former Member, the Fund may pay to such Member or former Member any additional amount that the Manager determines such Member or former Member should have been entitled to receive, or, in its sole discretion, seek payment from such Member or former Member of the amount of any excess payment that the Manager determines such Member or former Member received, in each case without interest, although, in its sole discretion, the Manager may determine for any reason or no reason that such action is not feasible or practicable. Nothing in this Section 4.4, express or implied, is intended or shall be construed to give any Person other than the Fund, the Manager or the Members any legal or equitable right, remedy or daim under or in respect of this Section 4.4 or any provision contained herein. -MAXWELL 8-18 CONFIDENTIAL UBSTERRAMAR00001446 EFTA00237092

ARTICLE V-Capital 5.1 Contributions to Capital. (a) The minimum initial contribution of each Member (other than the Manager) to the capital of the Fund shall be such amount as the Manager may determine from time to time. The amount of the initial contribution of each Member shall be recorded on the books and records of the Fund upon acceptance as a contribution to the capital of the Fund. (b) The Members may make additional contributions to the capital of the Fund, effective as of such times and in such amounts as the Manager in its discretion may permit, but no Member shall be obligated to make any additional contribution to the capital of the Fund except to the extent otherwise provided herein. (c) Except as otherwise permitted by the Manager, (i) initial and any additional contributions to the capital of the Fund by any Member shall be payable in cash, and (ii) initial and any additional contributions in cash shall be payable in readily available funds at the date of the proposed acceptance of the contribution. 5.2 Rights of Members to Capital. No Member shall be entitled to interest on his, her or its contribution to the capital of the Fund, nor shall any Member be entitled to the return of any capital of the Fund except (i) upon the withdrawal by Members of a part or all of such Member's Interest pursuant to Section 4.3 hereof, (ii) pursuant to the provisions of Section 5.6(c) hereof or (iii) upon the liquidation of the Fund's assets pursuant to Section 6.2 hereof. No Member shall be liable for the return of any such amounts except as provided herein. No Member shall have the right to require partition of the Fund's property or to compel any sale or appraisal of the Fund's assets. 5.3 Capital Accounts. (a) The Fund shall maintain a separate Capital Account for each Member. (b) Each Member's Capital Account shall have an initial balance equal to the amount of cash constituting such Member's initial contribution to the capital of the Fund. (c) Each Member's Capital Account shall be increased by the sum of (i) the amount of cash constituting additional contributions by such Member to the capital of the Fund permitted pursuant to Section 5.1 hereof, plus (ii) any amount credited to such Member's Capital Account pursuant to the provisions of this ARTICLE V. (d) Each Member's Capital Account shall be reduced by the sum of (i) any amount withdrawn by such Member or distributions to such Member pursuant to Sections 4.3 or 6.2 hereof, plus (ii) any amounts debited against such Member's Capital Account pursuant to the provisions of this ARTICLE V. At the end of each Fiscal Period, each Member's Capital Account shall be reduced by the amount of the Fee calculated in respect of such Member for such Fiscal Period. (e) In the event the Manager determines that, based upon tax or regulatory reasons, such Member's Capital Account should not participate, in whole or in part, in the adjustments pursuant to Sections 5.3(c) or 5.3(d) hereof, if any, attributable to trading or investing in any Investment, type of Investment, or to any other MIEMAXWELL 8-19 CONFIDENTIAL UBSTERRAMAR00001447 EFTA00237093

transaction, the Manager may allocate such adjustments pursuant to Sections 5.3(c) or 5.3(d) hereof to the Capital Accounts of the Members not subject to such limitations on participation as may be deemed appropriate. In addition, if for any of the reasons described above, the Manager determines that a Member's Capital Account should have no interest whatsoever or shall have only a partial interest in a particular Investment, type of Investment or transaction, the interests in such Investment, type of Investment or transaction may be set forth in a separate memorandum account and the adjustments pursuant to Sections 5.3(c) or 5.3(d) hereof for each such memorandum account shall be separately calculated and allocated among the Members' Capital Accounts to the extent of their interest in such Investment, type of Investment or transaction. (f) If all or a portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. 5.4 Allocation of Net Profit and Net Loss. As of the last day of each Fiscal Period, any Net Profit or Net Loss for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Fund Percentages for such Fiscal Period, except to the extent otherwise provided in this Agreement with respect to items of profit or loss that are to be allocated on a non-pro rata basis (which items will be allocated amount and credited to or debited against Capital Account as so otherwise provided). 5.5 Allocation of Certain Withholding Taxes and Other Expenditures. (a) If the Fund incurs a withholding tax or other tax obligation with respect to the share of Fund income allocable to any Member, then the Manager, without limitation of any other rights of the Fund or the Manager, shall cause the amount of such obligation to be debited against the Capital Account of such Member when the Fund pays such obligation, and any amounts then or thereafter distributable to such Member shall be reduced by the amount of such taxes. If the amount of such taxes is greater than any such distributable amounts, then such Member and any successor to such Member's Interest shall pay to the Fund as a contribution to the capital of the Fund, upon demand of the Fund, the amount of such excess. The Fund shall not be obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption; provided, that in the event that the Fund determines that a Member is eligible for a refund of any withholding tax, the Fund may, at the request and expense of such Member, assist such Member in applying for such refund. (b) Except as otherwise provided for in this Agreement, any expenditures payable by the Fund, and any other Fund items, to the extent determined by the Manager to have been paid or incurred or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, may, in the Manager's sole discretion, be charged to only those Members on whose behalf such expenditures or items are paid or incurred or whose particular circumstances gave rise to such expenditures or items. Such charges shall be debited from the Capital Accounts of such Members as of the close of the Fiscal Period during which any such items were paid or accrued by the Fund. -MAXWELL 8-20 CONFIDENTIAL UBSTERRAMAR00001448 EFTA00237094

5.6 Reserves. (a) Appropriate reserves may be created, accrued and charged against Net Assets and proportionately against the Capital Accounts of the Members for contingent liabilities, if any, as of the date that the Manager in its sole discretion deems appropriate, such reserves to be in the amounts which the Manager in its sole discretion deem necessary or appropriate. The Manager may increase or reduce any such reserves from time to time by such amounts as it in its sole discretion deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those parties who are Members at the time when such reserve is created, increased or decreased, as the case may be; provided, however, that if any such individual reserve item, adjusted by any increase therein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Capital Accounts of all such Members, the amount of such reserve, increase, or decrease instead may, in the discretion of the Manager, be charged or credited to those parties who were Members at the time, as determined by the Manager in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts. (b) If at any time an amount is paid or received by the Fund (other than contributions to the capital of the Fund, distributions or withdrawals of Interests or portions thereof) and such amount exceeds the lesser of $500,000 or 1% of the aggregate value of the Capital Accounts of all Members at the time of payment or receipt and such amount was not accrued or reserved for but would nevertheless, in accordance with the Fund's accounting practices, be treated as applicable to one or more prior Fiscal Periods, then such amount may, in the discretion of the Manager, be proportionately charged or credited, as appropriate, to those parties who were Members during such prior Fiscal Period or Periods. (c) If any amount is required or permitted by paragraph (a) or (b) of this Section 5.6 to be charged or credited to a party who is no longer a Member, such amount shall be paid by or to such party, as the case may be, in cash, with interest from the date on which the Manager determines that such charge or credit is required. In the case of a charge, the former Member shall be obligated to pay the amount of the charge, plus interest as provided above, to the Fund on demand; provided, however, that (i) in no event shall a former Member be obligated to make a payment exceeding the amount of such Member's Capital Account at the time to which the charge relates; and (ii) no such demand shall be made after the expiration of three (3) years, or such longer period as permitted under applicable law, from the date on which such party ceased to be a Member. To the extent that a former Member fails to pay to the Fund, in full, any amount required to be charged to such former Member pursuant to paragraph (a) or (b), whether due to the expiration of the applicable limitation period or for any other reason whatsoever, the deficiency shall be charged proportionately to the Capital Accounts of the Members at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Members. 5.7 Tax Allocations. (a) For each Fiscal Year, items of income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Members in such manner as to reflect MAXWELL 8-21 CONFIDENTIAL UBSTERRAMAR00001449 EFTA00237095

equitably amounts credited or debited to each Member's Capital Account for the current and prior Fiscal Years (or relevant portions thereof). Allocations under this Section 5.7 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations Sections 1.704-1(b)(2)(ivXf) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Members such gains or income as shall be necessary to satisfy the "qualified income offset" requirements of Treasury Regulations Section 1.7O4-1(b)(2Xii)(d). (b) If the Fund realizes ordinary income and/or capital gains (including short-term capital gains) for federal income tax purposes (collectively, "income") for any Fiscal Year during or as of the end of which one or more Positive Basis Members withdraw from the Fund pursuant to Section 4.3 hereof, the Manager may elect to allocate such income as follows: (i) to allocate such income among such Positive Basis Members until either the full amount of such income shall have been so allocated or the Positive Basis of each such Positive Basis Member shall have been eliminated, and (ii) to allocate any income not so allocated to Positive Basis Members to the other Members in such manner as shall equitably reflect the amounts allocated to such Members' Capital Accounts pursuant to Sections 5.3(c) or 5.3(d) hereof. (c) If the Fund realizes deductions, ordinary losses and/or capital losses (including long- term capital losses) for federal income tax purposes (collectively, "losses") for any Fiscal Year during or as of the end of which one or more Negative Basis Members withdraw from the Fund pursuant to Section 4.3 hereof, the Manager may elect to allocate such losses as follows: (i) to allocate such losses among such Negative Basis Members until either the full amount of such losses shall have been so allocated or the Negative Basis of each such Negative Basis Member shall have been eliminated and (ii) to allocate any losses not so allocated to Negative Basis Members to the other Members in such manner as shall equitably reflect the amounts allocated to such Members' Capital Accounts pursuant to Sections 5.3(c) or 5.3(d) hereof. ARTICLE VI—Dissolution and Liquidation 6.1 Dissolution. (a) The Fund shall be dissolved at any time there are no Members, unless the Fund is continued in accordance with the Delaware Act, or upon the occurrence of any of the following events: upon the determination by the Manager to dissolve the Fund; (ii) upon termination of the Administrative Services Agreement, unless a successor Administrator is appointed; (iii) as required by operation of law; (iv) at the discretion of the Manager, as soon as practicable after the dissolution of the Millennium Fund; or MAXWELL 8-22 CONFIDENTIAL UBSTERRAMAR00001450 EFTA00237096

(v) upon a determination by the Manager not to cause the Fund to invest in the Millennium Fund. Dissolution of the Fund shall be effective on the day on which the event giving rise to the dissolution shall occur, but the Fund shall not terminate until the assets of the Fund have been liquidated in accordance with Section 6.2 hereof and the Certificate has been canceled. 6.2 Liquidation of Assets. (a) Upon the dissolution of the Fund as provided in Section 6.1 hereof, the Manager, acting directly or through a liquidator it selects, shall liquidate, in an orderly manner, the business and administrative affairs of the Fund, except that if the Manager is unable to perform this function, a liquidator elected by Members holding a Majority in Interest shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profit and Net Loss during the period of liquidation shall be allocated pursuant to ARTICLE V hereof. The proceeds from liquidation shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of the debts and liabilities of the Fund, including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Fund's assets to the Members has been completed, shall first be paid on a pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall be paid next in their order of seniority and on a pro rata basis; and (iii) the Members shall be distributed next on a pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the Fund, the Manager or other liquidator may distribute ratably in kind any assets of the Fund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. MEI-MAXWELL B-23 CONFIDENTIAL UBSTERRAMAR00001451 EFTA00237097

ARTICLE VIkAccounting, Valuations and Books and Records 7.1 Accounting and Reports. (a) The Fund shall adopt for tax accounting purposes any accounting method which the Manager shall decide, in its sole discretion, is in the best interests of the Fund. The Fund's accounts shall be maintained in U.S. currency. (b) After the end of each taxable year, the Fund shall furnish to each Member such information regarding the operation of the Fund and such Member's Interest as is necessary for Members to complete federal and state income tax or information returns and any other tax information required by federal or state law. (c) The Fund may furnish to one or more Members such periodic reports and information regarding the affairs of the Fund as it deems necessary or appropriate in its sole discretion. Financial reports shall be prepared in accordance with GAAP or another methodology determined appropriate by the Manager, in its sole discretion. (d) Except as set forth specifically in this Section 7.1, no Member shall have the right to obtain any other information about the business or financial condition of the Fund, about any other Member or former Member, including information about the Capital Contribution or Capital Account balance of a Member, or about the affairs of the Fund. No act of the Fund, the Manager, or any other Person that results in a Member being furnished any such information shall confer on such Member or any other Member the right in the future to receive such or similar information or constitute a waiver of, or limitation on, the Fund's ability to enforce the limitations set forth in the first sentence of this Section 7.1(d). 7.2 Determinations By the Manager. (a) All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to ARTICLE V hereof, including any taxes thereon and accounting procedures applicable thereto, shall be determined by the Manager (to the extent consistent with its management functions, pursuant to delegated authority) unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law, and such determinations and allocations shall be final and binding on all the Members. (b) The Manager may make such adjustments to the computation of Net Profit or Net Loss or any components (withholding any items of income, gain, loss or deduction) comprising any of the foregoing as it considers appropriate to reflect fairly and accurately the financial results of the Fund and the intended allocation thereof among the Members. 7.3 Valuation of Assets. (a) The Manager shall value or have valued any Investments or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period or more frequently, in the discretion of the Manager, in accordance with such valuation procedures as shall be established from time to time by the Manager. MAXWELL 8-24 CONFIDENTIAL UBSTERRAMAR00001452 EFTA00237098

Absent bad faith or manifest error, valuation determinations made by the Manager shall be conclusive and binding. (b) The value of the Fund's Investments and the net worth of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them. ARTICLE VIII—Miscellaneous Provisions 8.1 Amendment of Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of (i) the Manager and (ii) at least a Majority in Interest; provided that the Manager may approve any amendment that would not adversely affect the Members without the consent of the Members. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Fund; or (ii) reduce the Capital Account of a Member other than in accordance with ARTICLE V; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Manager) to withdraw his, her or its entire Interest. (c) By way of example only, the Manager at any time without the consent of the Members may: restate this Agreement together with any amendments hereto which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; (iii) amend this Agreement to make such changes as may be necessary or desirable, based on advice of legal counsel to the Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not treated as a corporation under Section 7704(a) of the Code; and (iv) amend this Agreement to effect a change in the name of the Fund. (d) The Manager shall give written notice of any proposed amendment that requires consent by a Member to this Agreement to each such Member, which notice shall MAXWELL 8-25 CONFIDENTIAL UBSTERRAMAR00001453 EFTA00237099

set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text thereof will be furnished to any Member upon request. (e) Notwithstanding the foregoing, if the Manager notifies a Member in writing of any amendment and informs the Member that the amendment will take place if the Member does not object within a reasonable, and specifically disclosed, time period that is consistent with applicable law, the Member's silence may be treated as appropriate consent. 8.2 Special Power of Attorney. (a) Each Member hereby irrevocably makes, constitutes and appoints the Manager and any liquidator of the Fund's assets appointed pursuant to Section 6.2 hereof with full power of substitution, the true and lawful representatives and attorneys-in-fad of, and in the name, place and stead of, such Member, with the power from time to time to make, execute, sign, acknowledge, swear to, verify, deliver, record, file and/or publish: any amendment to this Agreement which complies with the provisions of this Agreement (induding the provisions of Section 8.1 hereof); (ii) any amendment to the Certificate required because this Agreement is amended or as otherwise required by the Delaware Act; and (iii) all other such instruments, documents and certificates which, in the opinion of legal counsel to the Fund, from time to time may be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund as a limited liability company under the Delaware Act. (b) Each Member is aware that the terms of this Agreement permit certain amendment to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Fund without such Member's consent. If an amendment to the Certificate or this Agreement or any action by or with respect to the Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection which such Member may assert with respect to such action, the attorneys-in-fact appointed hereby are authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner which may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted. Each Member is fully aware that each Member will rely on the effectiveness of this special power-of- attorney with a view to the orderly administration of the affairs of the Fund. (c) This power-of-attorney is a special power-of-attorney and is coupled with an interest, sufficient in law to support an irrevocable power-of-attorney, in favor of the Manager, acting severally, and any liquidator of the Fund's assets, appointed pursuant to Section 6.2 hereof, and as such: (i) shall be irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting this power-of-attorney, -MAXWELL 8-26 CONFIDENTIAL UBSTERRAMAR00001454 EFTA00237100

regardless of whether the Fund, the Manager or any liquidator shall have had notice thereof; and (ii) shall survive the delivery of a Transfer by a Member of the whole or any portion of such Member's Interest, except that where the transferee thereof has been approved by the Manager for admission to the Fund as a substituted Member, this power-of-attorney given by the transferor shall survive the delivery of such assignment for the sole purpose of enabling the Manager or any liquidator to execute, acknowledge and file any instrument necessary to effect such substitution. 8.3 Notices. Notices which may or are required to be provided under this Agreement shall be made, if to a Member, by regular mail, hand delivery, registered or certified mail return receipt requested, commercial courier service, facsimile or other electronic means, or, if to the Fund, by registered or certified mail, return receipt requested, and shall be addressed to the respective parties hereto at their addresses as set forth on the books and records of the Fund (or to such other addresses as may be designated by any party hereto by notice addressed to the Fund in the case of notice given to any Member, and to each of the Members in the case of notice given to the Fund). Notices shall be deemed to have been provided when delivered by hand, on the date indicated as the date of receipt on a return receipt or when received if sent by regular mail, commercial courier service, telex or telecopier. A document that is not a notice and that is required to be provided under this Agreement by any party to another party may be delivered by any reasonable means. 8.4 Agreement Binding Upon Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, executors, trustees or other legal representatives, but the rights and obligations of the parties hereunder may not be Transferred or delegated except as provided in this Agreement and any attempted Transfer or delegation thereof which is not made pursuant to the terms of this Agreement shall be void. 8.5 Choice of Law; Arbitration. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed under the laws of the State of Delaware, including the Delaware Act, without regard to the conflict of law principles of such State. (b) Subject to Section 8.10, each Member and the Manager agree to submit all controversies arising between or among Members or one or more Members and the Fund and/or the Manager in connection with the Fund or its businesses or concerning any transaction, dispute or the construction, performance or breach of this or any other agreement, whether entered into prior to, on or subsequent to the date hereof, to arbitration in accordance with the provisions set forth below. Each Member understands that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; MAXWELL 8-27 CONFIDENTIAL UBSTERRAMAR00001455 EFTA00237101

(iv) the arbitrator's award is not required to include factual findings or legal reasoning and a party's right to appeal or to seek modification of rulings by arbitrators is strictly limited; and (v) a panel of arbitrators will typically indude a minority of arbitrators who were or are affiliated with the securities industry. (c) Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by FINRA, to the fullest extent permitted by law. The parties may also select any other national securities exchange's arbitration forum upon which a party is legally required to arbitrate the controversy, to the fullest extent permitted by law. Such arbitration shall be governed by the rules of the organization convening the panel, to the fullest extent permitted by law. Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court having jurisdiction over the party or parties against whom such award is rendered. Each Member agrees that the determination of the arbitrators shall be binding and conclusive upon them. (d) No Member shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any daims encompassed by the putative class action unless and until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Member is excluded from the class by the court. The forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. (e) Notwithstanding the foregoing, nothing contained herein shall constitute a waiver or limitation of any rights that the Fund or the Members may have under applicable securities or other laws to the extent such rights cannot be contractually waived or limited. 8.6 Not for Benefit of Creditors. The provisions of this Agreement are intended only for the regulation of relations among past, present and future Members, the Manager and the Fund. This Agreement is not intended for the benefit of non-Member creditors who are not Indemnified Parties and no rights are granted to such non-Member creditors under this Agreement. 8.7 Consent. Except as set forth in Section 8.1(e), any and all consents, agreements or approvals provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Fund. 8.8 Merger and Consolidation. (a) The Fund may merge or consolidate with or into one or more limited liability companies formed under the Delaware Act or "other business entities" (as defined in Section 18-2O9(a) of the Delaware Act) pursuant to an agreement of merger or consolidation which has been approved in the manner contemplated by Section 18- 209(b) of the Delaware Act. (b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with Section 18- -MAXWELL 8-28 CONFIDENTIAL UBSTERRAMAR00001456 EFTA00237102

209(b) of the Delaware Act may, to the extent permitted by Section 18-2O9(b) of the Delaware Act, (i) effect any amendment to this Agreement, (ii) effect the adoption of a new limited liability company agreement for the Fund if it is the surviving or resulting limited liability company in the merger or consolidation, or (iii) provide that the limited liability company agreement of any other constituent limited liability company to the merger or consolidation (induding a limited liability company formed for the purpose of consummating the merger or consolidation) shall be the limited liability company agreement of the surviving or resulting limited liability company. 89 Pronouns. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons, firm or corporation may require in the context thereof. 8.10 Confidentiality. (a) Each Member covenants that, except as required by applicable law or any regulatory body, it will not divulge, furnish or make accessible to any other person the Confidential Information without the prior written consent of the Manager, which consent may be withheld in its sole discretion. (b) Each Member recognizes that in the event that this Section 8.10 is breached by any Member or any of its principals, partners, members, directors, officers, employees or agents or any of its affiliates, including any of such affiliates' principals, partners, members, directors, officers, employees or agents, irreparable injury may result to the non-breaching Members and the Fund. Accordingly, in addition to any and all other remedies at law or in equity to which the non-breaching Members and the Fund may be entitled, such Members also shall have the right to obtain equitable relief, including, without limitation, injunctive relief, to prevent any disclosure of Confidential Information, plus reasonable attorneys' fees and other litigation expenses incurred in connection therewith. (c) Notwithstanding anything to the contrary in this Agreement, the Fund shall have the right to keep confidential from the Members for such period of time as it deems reasonable any information which the Manager reasonably believes to be in the nature of trade secrets or other information the disdosure of which the Manager in good faith believes is not in the best interest of the Fund or could damage the Fund or its business or which the Fund is required by law or by agreement with a third party to keep confidential. 8.11 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, each Member agrees that it is the intention of the Members that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Agreement are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or portion thereof). 8.12 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. It is hereby acknowledged and agreed that the Manager, without the approval of any Member may enter into other agreements with Members, executed contemporaneously with the admission of such Members to the Fund MAXWELL 8-29 CONFIDENTIAL UBSTERRAMAR00001457 EFTA00237103

or otherwise, effecting the terms hereof or of any application in order to meet certain requirements of such Members. The parties hereto agree that any terms contained in any other agreements with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement or of any application. 8.13 Discretion. Notwithstanding anything to the contrary in this Agreement or any agreement contemplated herein or in any provisions of law or in equity, whenever in this Agreement, a person is permitted or required to make a decision (i) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, such person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by law, have no duty or obligation to give any consideration to any interest of or factors affecting the Fund or the Members, or (ii) in its "good faith" or under another express standard, then such person shall act under such express standard. 8.14 Counterparts. This Agreement may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart. 8.15 Tax Matters Partner. UBS Fund Advisor, L.L.C. is hereby designated as the "tax matters partner" under the Code for the Fund. [Remainder of page intentionally left blank] MAXWELL 8-30 CONFIDENTIAL UBSTERRAMAR00001458 EFTA00237104

THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE PRE-DISPUTE ARBITRATION CLAUSES SET FORTH IN SECTION 8.5 AND THE CONFIDENTIALITY CLAUSES SET FORTH IN SECTION 8.10. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. UBS Fund Advisor, L.L.C., as Manager BY: Name: Title: President BY: Name: Tide: Vice President Member: Type or print name of Member Signature' .; .i!e,i4VVErit elash Member's Investor Application. CONFIDENTIAL UBSTERRAMAR00001459 EFTA00237105

*UBS AlphaKeys Funds UBS Funds APPENDIX C Disclosure Statement under Rule 506(d) This brochure provides information about certain disciplinary matters relating to the AlphaKeys Funds and the UBS Funds (collectively, the Funds), our parent company UBS AG, UBS Fund Advisor LLC (the Funds' Member Designee, Managing Member or Administrator), UBS Financial Services, Inc. (the Funds' Distributor), as well as certain executive officers of those entities and other persons involved in the offering of the Funds. Additional information about UBS Fund Advisor LLC and UBS Financial Services, Inc. and their associated persons is also available on the SEC's website at www.adviserinfo.sec.gov. This brochure is current as of May 20, 2015 and is subject to change. MAXWELL Page ; CONFIDENTIAL UBSTERRAMAR00001460 EFTA00237106

Disclosure Statement under Rule 506(d) UBS Fund Advisor LLC (Member Designee, Managing Member, Administrator) 1. :a:e at Anon.: _an. 9, 2009 Brought By: CFTC Allegations: UBS Fund Advisor LLC violated Sections 6(c) and 6(d) of Commodities Exchange Act and did not file with the National Futures Association the commodity pools' annual reports in a timely manner or deliver to pool participants. Disposition: Cease & Desist from violating Regulation 4.7(b)(3)(i) and CFR 4.7(b)(3)(i)(2008) and pay a civil penalty Civil Penalty: 550,000 UBS Financial Sodas hic (Distributor) 2. Date of Action: August 22, 2011 Entity: UBS Financial Services, Inc. Brought By: New Hampshire Bureau of Securities Regulation Allegations: UBS sold Lehman Structured Products to clients (specifically referencing three particular investors), who were not made aware of the risks of these products and failed to inform dients of Lehman financial condition prior to Lehman's bankruptcy. It was also alleged that the firm's recommendations to a small number of New Hampshire residents to purchase Lehman Structured Products were unsuitable. Disposition: Consent Order Administrative fine of 5100,000; Investigation costs of 5200,000; Administrative payment of 5700,000 3. Date of Action: May 4, 2011 Brought By: SEC, Internal Revenue Service (IRS), Dept. of Justice (D01), State Attorney General of 24 States UBS AG and UBS Financial Services Inc. reached settlements with the SEC, the IRS, the D01 and a group of State Attorneys General regarding investigations into the conduct of certain former employees in UBS Financial Services' former municipal reinvestment and derivatives group from 2001 to 2006. Allegations included violations of: Section 15(c)(1XA) of the Securities Exchange Act of 1934, Section I of the Sherman Act, and IRS regulations in bidding practices and representations made involving the investment of proceeds of municipal securities transactions. Disposition: SEC: Waiver and Consent to Final Judgment enjoining UBS from violating Section 15(c) of the Act, disgorgement of profits, interest and civil penalty; IRS: Closing Agreement; DOJ: Non- prosecution Agreement SEC: Disgorgement of 59,606,543 plus interest of 55,100,637 and civil penalty of 532,500,000; IRS: penalty of 518 million and restitution of 4.3 million; States: $70.8 million plus $20 million credited from the SEC settlement 4. Date of Action: Dec. 22, 2008 &ought By: Securities and Exchange Commission (SEC), Massachusetts Securities Division, New York State Attorney General (NYAG) and other members of the North American Securities Administrators Association. Auction Rate Securities (ARS): UBS is permanently enjoined from violations of the brokeridealer anti-fraud provisions. Allegations: Violations of 34 Act Section 15(c) regarding the marketing and sale of Auction Rate Securities. Disposition: Cease & Desist Injunction; Civil Penalty; Consent Judgment Cease & Desist, and Fines in varying amounts currently being paid to all 50 states. UBS Financial Services Inc. (together with UBS Securities LLC) agreed to pay a line of 5150 million (575 million to the NYAG and 575 million allocated to the remaining states). 5. Date of Action: July 16, 2007 Entity: UBS Financial Services Brought By: Attorney General State of NY MAXWELL Page 2 of 4 CONFIDENTIAL UBSTERRAMAR00001461 EFTA00237107

Disclosure Statement under Rule 506(d) iefft4'')• „, • ...;t„. Aliegations: Non-ciscretionary fee-based brokerage accounts olferea by Obi were unsuitable for certain dients and fees/comrnissions were higher than non- fee based accounts Disposition: Remediation to Customers & Penalty to State of NY Remediation: 521,300,000; Penalty: $2,000,000 6. Date of Action: March 7, 2005 Entity: UBS Financial Services Brought By: State of Illinois Allegations: Failure to provide investors with accurate account statements re: callable CD's and failure to supervise. Disposition: Fine Fine: $95,000 7. Date of Action: April 28, 2003 — March 19, 2004 Entity: UBS Financial Services and affiliates Brought By: Secretary of State of 47 States and Washington M. Allegations: Violation of Securities Act regulations regarding research practices and conflicts of interest arising from those practices. Violations of Section 17(b) of the Securities Act of 1933, NYSE Rules 476(a)(6), 401, 472, 476(AX6) and 342, NASD Rules 2210 and 2110 and state securities laws Disposition: Cease & Desist, Fine, Penalty, Disgorgement, Investor Education. Details: UBS Financial Services Inc. (together with UBS Securities LLC) paid a total of 580M (allocated among the states), which includes S25M penalty, S25M as disgorgement, S25M to be used for procurement of independent research and $5M for investor education. Fines varied by State. Financial Advisors of UBS Financial Services, Inc. 8. Date of Action: February 2, 2010 Entity: Individual Financial Advisor Brought By: State of Nevada Details: State of Nevada issued Final Order revoking the Financial Advisor's license to act as a sales representative on Feb. 2, 2010. 9. Date of Action: June 9, 2008 Entity: Individual Financial Advisor Brought By: State of New York Department of Insurance Disposition: Final Order issued in connection with violations of sections 2123 of the NY Insurance Law and Department Regulation 60 (11 NYCRR 51.5). 10. Date of Action: March 2007 Entity: Individual Financial Advisor Brought By: State of New York Department of Insurance Disposition: Final Order in connection with violations of sections 2123 of the NY Insurance Law and Department Regulation 60 (11 NYCRR 51.5). 11. Date of Action: May 12, 2000 Entity: Individual Financial Advisor Brought By: Ohio Division of Securities Details: The Ohio Division of Securities issued a final order to deny the Financial Advisor's application for a securities sales person license. - rvi-A ><WVE L L Page 3 of 4 CONFIDENTIAL UBSTERRAMAR00001462 EFTA00237108

Disclosure Statement under Rule 506(d) UBS AG (Parent Company) 12. Date of Action: May 20, 2015 Brought By: U.S. Department of Justice (D01), the Board of Governors of the Federal Reserve, Connecticut Department of Banking On May 20, 2015, UBS AG entered into settlements with the DO1, the Board of Governors of the Federal Reserve, and the Connecticut Department of Banking in connection with their investigations of the global foreign exchange markets. The Federal Reserve and the Connecticut Department of Banking jointly issued an order finding that UBS AG engaged in unsafe and unsound banking practices related to its FX business. Pursuant to the terms of the settlement, the DOJ terminated the 2012 LIBOR Non-Prosecution Agreement with UBS, and UBS AG pled guilty to a single wire fraud charge. UBS AG is also subject to a three-year probation period with significant cooperation and reporting requirements. DOJ: Payment of USD 203 million Federal Reserve: USD 342 million 13. Date of Action: December 12, 2012 Brought By: ESA. FINMA, CFTC Entity. UBS AG On 19 December 2012, UBS AG entered into settlements with the US Department of Justice (00J), UK Financial Services Authority, and the Commodity Futures Trading Commission (CFTC) in connection with their investigations of manipulation of LIBOR and other benchmark interest rates. The Swiss Financial Market Supervisory Authority (FINMA) also issued an order concluding its formal proceedings with respect to UBS. UBS agreed to pay a total of approximately CHF 1.4 billion in fines and disgorgement. UBS will pay GBP 160 million in fines to the FSA and CHF 59 rrilfion as disgorgement of estimated profits to FINMA. FINMA Reprimand and disgorgement of estimated profits CHF 59 million FSk. Fine GBP 160 million CFTC: Fine, USD 700 milion 14. Date of Action: January 2011 Disposition: SIX Swiss Exchange Regulation UBS AG was fined for (i) publishing too late internally available information related to expected losses in the summer of 2007 and (2) breaching rules on the provision of information about corporate governance in the 2008 UBS annual report. Disposition: Fine CHF100,000 15. Date of Action: February 2009 Brought By: SEC and US Department of Justice Allegations: UBS entered into a Deferred Prosecution Agreement with the and a Consent Order with the SEC in connection with an investigation into the firms Cross-Border business. UBS AG agreed to disgorge profits and pay back taxes. UBS AG will terminate cross-border business serving private clients out on non SEC registered entities. Disposition: Disgorgement (5200,000,000 is to the SEC); Back Taxes Payment, Monetary Sanctions: 5380,000,000; 5400,000,000 16. Date of Action: December 2008 Brought By: Swiss Federal Banking Commission Allegations: The cross-border business of UBS AG private dients was investigated and the firm was required to cease operating its non-W9 relationships, and to establish an adequate risk management and control system for this business. Disposition: Injunction 17. Date of Action: May 10, 2004 Entity: UBS AG Brought by: Federal Reserve Bank of New York Details: UBS engaged in U.S. Dollar banknote transactions with counterparties in jurisdictions subject to U.S. sanctions, and certain former officers and employees of UBS AG engaged in intentional acts aimed at concealing, which included falsifying reports, those banknote transactions from the Federal Reserve Bank of New York Disposition: UBS AG consented to the issuance of an order without admitting or denying the allegations and paid a civil a 100 million. MAXWELL Page 4 or4 CONFIDENTIAL UBSTERRAMAR00001463 EFTA00237109

02015 U(IS Financial Services Inc All rights reserved Member SPC 110110.2713.003 IRS Financial Stakes Inc. is a subsidiary of MS AO. CONFIDENTIAL UBSTERRAMAR00001464 EFTA00237110