EFTA00237816.pdf

MEMORANDUM NO: ALPHAKEYS MILLENNIUM FUND, L.L.C. PURSUANT TO AN EXEMPTION FROM THE CFTC IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL. ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002260 EFTA00237816  This Confidential Private Placement Memorandum (as amended, restated or otherwise modified from time to time (for the avoidance of doubt, excluding any appendices attached hereto), the "Memorandum") is furnished on a confidential basis to a limited number of prospective investors (each, when admitted as a member, an "Investor") in AlphaKeys Millennium Fund, L.L.C. (f/k/a/ UBS Millennium Fund, L.L.C.) (the "AlphaKeys Fund") who are both qualified purchasers and accredited investors (unless otherwise permitted by law) for the purpose of providing certain information about a potential investment in limited liability company interests (the "Interests") in the AlphaKeys Fund. The Interests have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or by the securities regulatory authority of any state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense. The Interests have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), the securities laws of any other state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Interests will be offered and sold in the United States under the exemption provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The AlphaKeys Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). There is no public market for the Interests and no such market is expected to develop in the future. The Interests are subject to restrictions on transferability and resale and may not be sold or transferred except as permitted under the limited liability company agreement of the AlphaKeys Fund (as amended, restated or otherwise modified from time to time, the "AlphaKeys Fund Agreement" annexed hereto as Appendix B) and unless they are registered under the 1933 Act, or pursuant to an exemption from such registration thereunder and under any other applicable securities law registration requirements that may be available at such time. Reauired 1933 Act Disclosure. Pursuant to recent amendments to Rule 506 of Regulation D under the 1933 Act (the "aufg") the AlphaKeys Fund is required, among other things, to disclose certain disciplinary events, in respect of various entities and/or individuals, that occurred prior to the Rule's effective date of September 23, 2013, and such disclosure is annexed hereto as Appendix C. Potential Investors should pay particular attention to the information under the "CERTAIN RISK FACTORS" and "POTENTIAL CONFLICTS OF INTEREST" sections of this Memorandum. Investment in the AlphaKeys Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the AlphaKeys Fund. Investors in the AlphaKeys Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the AlphaKeys Fund's or the Underlying Fund's (defined below) investment objective will be achieved or that Investors will receive a return of their capital. Any losses by the AlphaKeys Fund will be borne solely by the Investors and not by the Administrator or its affiliates; therefore, the Administrator's and its affiliates' or subsidiaries' losses in the AlphaKeys Fund will be limited to losses attributable to the ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002261 EFTA00237817  Interests in the AlphaKeys Fund held by the Administrator and its affiliates or subsidiaries in their capacity as investors in the AlphaKeys Fund. In making an investment decision, prospective Investors must rely on their own examination of the AlphaKeys Fund and the terms of the offering of Interests, including the merits and risks involved. Any representation to the contrary is a criminal offense. The U.S. Commodity Futures Trading Commission (the "CFTC") has not reviewed or approved this offering or this Memorandum. Prospective Investors should not construe the contents of this Memorandum as legal, tax, investment or accounting advice and each prospective Investor is urged to consult with its own advisers with respect to legal, tax, regulatory, financial and accounting consequences of its investment in the AlphaKeys Fund. Each prospective Investor shall agree that it has not relied on the AlphaKeys Fund, UBS Fund Advisor, L.L.C. (the "Administrator") in its capacity as the Administrator and the manager of the AlphaKeys Fund, or any of the Administrator's affiliates or employees for tax advice in connection with its investment. To ensure compliance with requirements imposed by the Internal Revenue Service (the "IRS") in Circular 230, you are hereby informed that any tax advice contained in this Memorandum (i) is written in connection with the promotion or marketing by the AlphaKeys Fund of the transactions or matters addressed herein and (ii) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties under the United States Internal Revenue Code of 1986, as amended (the "Code"). Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. As used in this Memorandum, the following capitalized terms have the following meanings. "Underlying Fund" refers to Millennium USA LP and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or indirectly invests all or a portion of its assets (e.g., through a master-feeder structure). "Underlying Fund Manager" refers, individually or collectively, as the context may require, to Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers to the Private Placement Memorandum of Millennium USA LP and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizational documents of Millennium USA LP, and certain other documents referred to herein related to the Underlying Fund. This Memorandum contains information concerning the AlphaKeys Fund Agreement and the Underlying Fund Documents. However, the information set forth in this Memorandum does not purport to be complete and is subject to and qualified in its entirety by reference to the AlphaKeys Fund Agreement and the Underlying Fund Documents, copies of which are attached as appendices to this Memorandum and/or will be provided to any prospective Investor upon request, as applicable, and which should be reviewed for complete information, including information concerning the rights, privileges and obligations of Investors in the AlphaKeys Fund. In the event that the descriptions or terms in this Memorandum are inconsistent with or contrary to the descriptions in or terms of the AlphaKeys Fund Agreement and the Underlying Fund Documents, the AlphaKeys Fund Agreement (or with respect to any terms applicable to the Underlying Fund, the Underlying ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002262 EFTA00237818  Fund Documents) shall control. The Underlying Fund Documents were not prepared by or independently verified by the AlphaKeys Fund, the Administrator or any of their respective affiliates, and none of the foregoing makes any representation or warranty with respect to, or shall be responsible for, the accuracy or completeness of such information. The Underlying Fund, the Underlying Fund Manager and their respective partners, officers, directors, employees, members and affiliates take no responsibility for the contents of this Memorandum, make no representations as to the accuracy or completeness hereof and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon any part of this Memorandum or from any actions of the AlphaKeys Fund, the Administrator or any Investors. The Underlying Fund, the Underlying Fund Manager and their respective partners, officers, directors, employees, members and affiliates have not endorsed and make no recommendation with respect to the securities offered hereby. The Underlying Fund and the Underlying Fund Manager have no responsibility to update any of the information provided in this Memorandum. The AlphaKeys Fund will be an investor of the Underlying Fund entitled to the rights of an investor under applicable law and the applicable Underlying Fund Documents. Investors in the AlphaKeys Fund, however, do not thereby become, and will not be, investors of the Underlying Fund and will not have rights as investors of the Underlying Fund. Rather, Investors in the AlphaKeys Fund will have rights as members in the AlphaKeys Fund. As such, the Investors in the AlphaKeys Fund will have no standing or recourse against any of the Underlying Fund, the Underlying Fund Manager, their respective affiliates or any of their respective general partners, investment advisers, officers, directors, employees, partners or members. Statements contained in this Memorandum and the Underlying Fund Memorandum (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Administrator or the Underlying Fund Manager. Certain information contained in this Memorandum and the Underlying Fund Memorandum may constitute "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth in CERTAIN RISK FACTORS and in the Underlying Fund Memorandum, the amount subscribed for by the AlphaKeys Fund and the AlphaKeys Fund's fees and expenses, actual events or results or the actual performance of the AlphaKeys Fund may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is being made herein as to the past or future investment performance of the AlphaKeys Fund or the Underlying Fund. Only those particular representations and warranties that may be made by the AlphaKeys Fund in a definitive investor application ("Investor Application") relating to the purchase of Interests, when and if one is executed, and subject to such limitations and restrictions as may be specified in such Investor Application, shall have any legal effect. ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002263 EFTA00237819  The Administrator is registered as a "commodity pool operator" with the CFTC and is a member of the National Futures Association ("NFA") in such capacity under the U.S. Commodity Exchange Act, as amended. With respect to the AlphaKeys Fund, the Administrator has claimed an exemption pursuant to CFTC Rule 4.7 for relief from certain requirements applicable to a registered commodity pool operator. See REGULATORY CONSIDERATIONS: "U.S. Commodity Exchange Ad." Except where otherwise indicated, the information contained in this Memorandum has been compiled as of the date set forth below, and the information regarding the Underlying Fund is as of the date set forth in the Underlying Fund Memorandum. Neither the AlphaKeys Fund nor any of its affiliates has any obligation to update this Memorandum. Under no circumstances should the delivery of this Memorandum, irrespective of when it is made, create any implication that there has been no change in the affairs of the AlphaKeys Fund or of the Underlying Fund since such date. This Memorandum and the information contained herein are being furnished on a confidential basis exclusively for use by prospective Investors in evaluating the offering of the Interests of the AlphaKeys Fund described herein. Each person who has received a copy of the Memorandum and the Underlying Fund Memorandum (whether from the Administrator, such person's financial advisor or otherwise) is deemed to have agreed (whether or not such person purchases any Interests) (i) not to reproduce, disclose, distribute or make available this Memorandum, or any information contained herein, in whole or in part, to any other person (other than to such person's financial, legal, tax, accounting and other advisers assisting in such person's evaluation of the Interests and the AlphaKeys Fund, provided that such advisers are first advised of and instructed to comply with the confidentiality and use restriction on the information contained in this Memorandum) without the Administrator's prior express written consent, which consent may be withheld in the Administrator's sole discretion, (ii) to use the information in this Memorandum exclusively for such person's evaluation of the Interests and the AlphaKeys Fund and in connection with the monitoring and management of an investment in the AlphaKeys Fund, if made, and (iii) to return this Memorandum to the Administrator promptly upon request. Each prospective Investor is invited to meet with representatives of the AlphaKeys Fund and to discuss with, ask questions of and receive answers from such representatives concerning the terms and conditions of the offering of Interests, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein. No person has been authorized in connection herewith to give any information or make any representations other than as contained in this Memorandum and any representation or information not contained herein must not be relied upon as having been authorized by the AlphaKeys Fund and the Administrator or any of their respective directors, officers, employees, partners, shareholders, members, managers, agents or affiliates. Statements in this Memorandum are made as of the date of the initial distribution of this Memorandum unless otherwise expressly stated herein. The delivery of this Memorandum does not imply that any information contained herein is correct as of any time subsequent to the date of this Memorandum. ML281817-MAXWELL -iv- CONFIDENTIAL UBSTERRAMAR00002264 EFTA00237820  The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. The AlphaKeys Fund reserves the right to modify any of the terms of the offering and the Interests described herein, subject only to any applicable restrictions described in the AlphaKeys Fund Agreement. The Memorandum is intended for U.S. investors; in the event Interests are offered to a non-U.S. Investor, the AlphaKeys Fund may provide such Investor additional information. Prospective non-U.S. Investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of Interests, and any foreign exchange restrictions that may be relevant thereto. Notwithstanding anything to the contrary provided in any offering document relating to the AlphaKeys Fund (including this Memorandum, the Investor Application and the AlphaKeys Fund Agreement), each Investor or prospective Investor (and each employee, representative, or other agent of the Investor or prospective Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment, tax strategy and tax structure of (i) the AlphaKeys Fund and the offering of its Interests and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investor or prospective Investor relating to such tax treatment, tax strategy and tax structure all within the meaning of Treasury Regulations § 1.6011-4(b)(3). For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or other identifying information regarding, the participants in this offering, or of any information or the portion of any materials not relevant to the tax treatment or tax structure of the offering. INTERESTS ARE NOT DEPOSITS IN, OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE ADMINISTRATOR OR ANY OF ITS AFFILIATES, ANY U.S. OR NON-U.S. DEPOSITORY INSTITUTION, AND ARE NOT INSURED BY THE FEDERAL RESERVE BOARD OR ANY OTHER U.S. OR NON-U.S. GOVERNMENTAL AGENCY. INTERESTS ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND ARE NOT DEPOSITS, OBLIGATIONS OF, OR ENDORSED OR GUARANTEED IN ANY WAY BY, ANY BANKING ENTITY. INTERESTS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT INVESTED. April 2014 ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002265 EFTA00237821  TABLE OF CONTENTS PAGE I. SUMMARY OF TERMS 1 II. CERTAIN RISK FACTORS 25 III. POTENTIAL CONFLICTS OF INTEREST 34 IV. BROKERAGE 37 V. APPLICATION FOR INTERESTS 38 VI. TAX ASPECTS 40 VII. CERTAIN ERISA AND OTHER CONSIDERATIONS 50 VIII. REGULATORY CONSIDERATIONS 53 IX. ANTI-MONEY LAUNDERING REGULATIONS 55 X. ADDITIONAL INFORMATION 56 APPENDIX A - CONFIDENTIAL MEMORANDUM OF MILLENNIUM USA LP DATED JANUARY 2013 AND CONFIDENTIAL MEMORANDUM OF MILLENNIUM PARTNERS, L.P. DATED JANUARY 2013 A-1 APPENDIX B - AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALPHAKEYS MILLENNIUM FUND, L.L.0 B-1 APPENDIX C - REQUIRED 1933 ACT DISCLOSURE OF ALPHAKEYS MILLENNIUM FUND, L.L.0 C-1 ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002266 EFTA00237822  I. SUMMARY OF TERMS The following summary is qualified entirely by the detailed information appearing elsewhere in this Memorandum and by the terms and conditions of the limited liability company agreement of the AlphaKeys Fund (as amended, restated or otherwise modified from time to time, the "AlphaKeys Fund Agreement") attached hereto as Appendix B and the Investor Application, each of which should be read carefully and retained for future reference. Certain information contained in this Memorandum relating to the Underlying Fund Manager has been derived by UBS Financial Services inc. from materials furnished by the Underlying Fund Manager. For a more detailed description of the Underlying Fund Manager and the Underlying Fund, see the Underlying Fund Memorandum. As used in this Memorandum, the following capitalized terms have the following meanings. "AlphaKeys Fund" refers to AlphaKeys Millennium Fund, L.L.C. (f/Ida UBS Millennium Fund, L.L.C.), a Delaware limited liability company "Underlying Fund" refers to Millennium USA LP and any intermediate investment vehicles controlled by the Underlying Fund Manager or its affiliates and into which the Underlying Fund directly or indirectly invests all or a portion of its assets (e.g., through a master-feeder structure). "Underlying Fund Manager" refers, individually or collectively, as the context may require, to Millennium Management LW, a Delaware limited liability company, the general partner of the Underlying Fund. "Underlying Fund Memorandum" refers to the Private Placement Memorandum of Millennium USA LP and any supplements thereto, attached hereto as Appendix A. "Underlying Fund Documents" refers to the offering and organizational documents of Millennium USA LP, and certain other documents referred to herein related to the Underlying Fund. THE ALPHAKEYS FUND The AlphaKeys Fund is currently offering two classes of interests: Advisory Class and Brokerage Class (together with additional classes, tranches or series of interests the AlphaKeys Fund may offer from time to time, 'interests"). Advisory Class Interests will be offered only to Investors who are clients of UBS Financial Services Inc. ("UBSFS") who invested through the UBS Institutional Consulting program or another UBSFS investment advisory program as permitted by the Administrator in its sole discretion (an "Advisory Program") pursuant to which UBSFS or its affiliates will receive a fee directly from such Investor (an "Advisory Class Investor") for the Advisory Class Interests. Brokerage Class Interests will be offered to all other clients of UBSFS unless otherwise determined by the Administrator (each, a "Brokerage Class Investor" and, together with each Advisory Class Investor, each an "Investor"). INVESTMENT PROGRAM The AlphaKeys Fund has been organized to invest substantially all of its capital in Millennium USA LP, a Delaware limited partnership (the "Underlying Fund") which may invest all or a portion of its assets through other investment vehicles (e.g. through a master-feeder structure) as further described in the -1- ML281817-MAXWELL CONFIDENTIAL UBSTERRAMAR00002267 EFTA00237823  Underlying Fund Memorandum. The objective of the AlphaKeys Fund is to invest in the Underlying Fund. The Underlying Fund's principal trading objective (through its investment in Millennium Partners, L.P. (the "Underlying Master Fund")) is to achieve above-average appreciation by opportunistically trading and investing in a wide variety of securities, instruments, and other investment opportunities and engaging in a broad array of trading and investment strategies. See "Millennium USA's Investment Program and Strategy" in Part One of the Underlying Fund Memorandum and the entirety of Part Two of the Underlying Fund Memorandum. The Underlying Fund is a limited partner of, and invests primarily in, the Underlying Master Fund, a Cayman Islands exempted limited partnership. For ease of reference, the investment strategies, operations and performance of the Underlying Fund and Underlying Master Fund are together referred to as those of the Underlying Fund. The AlphaKeys Fund from time to time may hold some of its assets in cash (not earning interest), or invested in money market securities, cash equivalents, short-to-medium term federal tax-exempt debt obligations and similar securities of governmental and private issuers, including funds that normally invest primarily in such securities ("Temporary Investments") (i) pending investment in the Underlying Fund or as the Administrator determines is necessary or prudent, in its discretion and/or (ii) pursuant to the retention of appropriate reserves (as determined in the sole discretion of the Administrator) in order to satisfy the AlphaKeys Fund's expenses. Subject to the foregoing, substantially all of the AlphaKeys Fund's assets are expected to be invested in the Underlying Fund. The Underlying Fund offers and/or has issued multiple series of interests ("Underlying Fund Interests"). Currently, the AlphaKeys Fund anticipates investing only in Class interests of the Underlying Fund, as described in the Underlying Fund Memorandum. The AlphaKeys Fund may invest in any other series of the Underlying Fund if it is permitted to do so in the future by the Underlying Fund, in the Administrator's discretion without prior notice or consent. The Underlying Fund Memorandum should be read carefully by all prospective Investors. Investors in the AlphaKeys Fund will not be investors of the Underlying Fund and will have no direct interest in or rights ML281817-MAXWELL -2- CONFIDENTIAL UBSTERRAMAR00002268 EFTA00237824  with respect to or standing or recourse against the Underlying Fund, the Underlying Fund Manager or any affiliate, officer, director, member or partner or other affiliate of any of them. None of the AlphaKeys Fund, UBS Americas, Inc. or any of its affiliates has the right to participate in the control, management or operations of the Underlying Fund, nor has any discretion over the investments of the Underlying Fund. As a result of fees and expenses of the AlphaKeys Fund (including the Administrative Fee, as defined below) and the need to reserve amounts to pay AlphaKeys Fund obligations, the amount of each Investor's indirect investment in the Underlying Fund will be less than what it would have been had such Investor invested directly in the Underlying Fund. There can be no guarantee that the Underlying Fund will successfully employ its investment program or that either of the AlphaKeys Fund or the Underlying Fund achieves its investment objective. Any losses by the AlphaKeys Fund will be borne solely by the Investors and not by the Administrator or its affiliates. LEVERAGE: The AlphaKeys Fund may borrow money for any purpose, but currently contemplates borrowing only for limited purposes such as (i) for temporary or emergency purposes or in connection with withdrawals by an Investor, (ii) to invest in the Underlying Fund pending the receipt of capital contributions from Investors and (iii) to cover any shortfall in the AlphaKeys Fund's ability to perform any payment obligations when due. If the AlphaKeys Fund borrows money, its Net Asset Value may be subject to greater fluctuation until the borrowing is repaid. The Underlying Fund may use leverage in its trading of securities (subject to any restrictions described in the Underlying Fund Memorandum) and may sell securities short. The use of leverage and short sales has attendant risks and can, in certain circumstances, increase the adverse impact to which the Underlying Fund's portfolio (and in turn, that of the AlphaKeys Fund) may be subject. See "The Master Partnership's Investment Program and Description: Leverage and Loans" in the Underlying Fund Memorandum. THE ADMINISTRATOR UBS Fund Advisor, L.L.C. has been appointed by the Investors to provide certain administrative or support services to the AlphaKeys Fund (in such capacity, the "Administrator") pursuant to an administrative services agreement with the AlphaKeys Fund (the "Administrative Services Agreement"). ML281817-MAXWELL -3- CONFIDENTIAL UBSTERRAMAR00002269 EFTA00237825  One or more affiliates of the Administrator and the Placement Agent (as defined below) and third parties will be engaged to provide certain services to the AlphaKeys Fund at the expense of the AlphaKeys Fund. The Administrator and/or its affiliates provide certain administrative and investment advisory services to registered and unregistered investment funds and individual accounts. The Administrator will serve as the "Manager" of the AlphaKeys Fund (in such capacity, the "Manager") as such term is defined within the meaning of the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to time (the "LLC Act"). The Administrator or an affiliate may hold a nominal value of Interests in the Alpha Keys Fund and therefore may be an Investor. The Administrator currently serves (and may in the future serve) as administrator to one or more parallel funds investing in the Underlying Fund or similar funds managed by Millennium or an affiliate thereof (such funds "Other AlphaKeys Millennium Funds"). The Administrator is an indirect, wholly owned subsidiary of UBS Americas, Inc. (the "UBS Americas") which, in turn, is a wholly owned subsidiary of UBS AG (together with its affiliates, "UK") a Swiss bank. UBSFS, a wholly owned subsidiary of UBS Americas, is registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended (the "1934 act"), and is a member of the New York Stock Exchange, Inc. and other principal securities exchanges. The offices of the Administrator are located at 1285 Avenue of the Americas, New York, New York 10019, and its telephone number is (800) 486-2608. The Administrator may, directly or indirectly, assign all or any part of its rights and duties under the Administrative Services Agreement to any individual or entity, with the prior approval of the AlphaKeys Fund. In the event of an assignment of the Administrative Services Agreement, the Manager of the AlphaKeys Fund is authorized to grant consent on behalf of the AlphaKeys Fund. The Manager will provide written notice to the Investors in the event that it grants consent to an assignment. Because the Manager and the Administrator are currently the same entity, it is unlikely that the Manager will withhold consent to an assignment proposed by the Administrator. In addition, the Manager may resign as Manager of the AlphaKeys Fund and cause another individual or entity to be appointed as the replacement manager of the AlphaKeys Fund with (i) the prior consent of the AlphaKeys Fund, or (ii) prior notice to the AlphaKeys Fund and, to the extent consistent with applicable law, without the prior ML281817-MAXWELL -4- CONFIDENTIAL UBSTERRAMAR00002270 EFTA00237826  consent of the AlphaKeys Fund. The Administrator may be removed as the Manager of the AlphaKeys Fund and/or the Administrative Services Agreement may be terminated upon the vote of at least a majority-in- interest of Investors who are not affiliates of the Administrator ("Unaffiliated Investors") at a meeting of the Investors called for such purpose as further described in the AlphaKeys Fund Agreement. A substitute manager may be appointed upon the vote of at least a majority-in-interest of the Unaffiliated Investors. ADMINISTRATIVE FEE In consideration for the services provided by the Administrator, the AlphaKeys Fund will pay the Administrator a fee (the "Administrative Fee") on behalf of each Brokerage Class Investor equal to (a) 1.0% per annum of the capital account balance of each Brokerage Class Investor with a Fee Base (as defined below) of less than $3 million and (b) 0.75% per annum of the capital account balance of each Brokerage Class Investor with a Fee Base of $3 million or more. The Administrative Fee is determined as of the appropriate date and payable monthly in arrears. The "Fee Base" with respect to any Brokerage Class Investor is the amount equal to the aggregate capital contributions made by such Brokerage Class Investor (including capital contributions made at the beginning of such fiscal period) less aggregate withdrawals made by, and distributions to, such Brokerage Class Investor, in each case with respect to the AlphaKeys Fund. The Administrative Fee is not paid to the Administrator in respect of Advisory Class Investors. If an Investor holding an Advisory Class Interest terminates its participation in an Advisory Program and, therefore, UBSFS or its affiliates are no longer receiving a fee from such Investor pursuant thereto, then the AlphaKeys Fund may convert such Investor's Advisory Class Interest into a Brokerage Class Interest and cause such Investor to bear the Administrative Fee due to the Administrator with respect to the Brokerage Class Interest accordingly, subject to waiver in the Administrator's discretion. The AlphaKeys Fund does not expect to permit mid-month investments or withdrawals. If the AlphaKeys Fund or the Administrator permits an Investor to make a capital contribution on any day other than the first day of any month, the AlphaKeys Fund may, in the Administrator's sole discretion, be required to pay, in lieu of a full Administrative Fee for such month, a prorated Administrative Fee with respect to such Investor for such month. If the AlphaKeys Fund or the ML281817-MAXWELL -5- CONFIDENTIAL UBSTERRAMAR00002271 EFTA00237827  Administrator permits an Investor to make a withdrawal other than as of the last business day of a month, the Administrative Fee for such month may, in the Administrator's sole discretion, be prorated and paid accordingly, as appropriate. The Administrative Fee will be paid to the Administrator out of the AlphaKeys Fund's assets, and debited against each Investor's capital account by the amount of the Administrative Fee charged to the AlphaKeys Fund with respect to such Investor. The Administrative Fee will be in addition to the Underlying Fund Performance Allocation and other charges or expenses of the Underlying Fund (as described below). The Administrator may, in its sole discretion, waive or reduce the Administrative Fee with respect to any Investor and may otherwise vary the terms of the Administrative Fee as to an Investor by agreement with such Investor and the AlphaKeys Fund. The Administrator may also vary the terms of the Administrative Fee with respect to a particular class, tranche or series (or sub-class, sub-tranche or sub-series) of Interests, in the Administrator's sole discretion. PLACEMENT FEE Brokerage Class Investors will be charged by UBSFS (in such capacity, the "Placement Agent") a placement fee (a "Placement Fee") of 2% of the Investor's capital contribution (including any additional capital contributions made by an Investor) to the AlphaKeys Fund (subject to waiver by the Placement Agent in limited circumstances). The Placement Fee is in addition to an Investor's capital contribution to the AlphaKeys Fund and will not be included in an Investor's capital account therein. Advisory Class Investors will not be charged a Placement Fee. UNDERLYING FUND A performance allocation of 20% of any net profit (determined PERFORMANCE ALLOCATION net of the Underlying Fund Management Fee as described herein) (the "Underlying Fund Performance Allocation") will be charged annually, as further described in and subject to additional terms set forth in the Underlying Fund Memorandum. See "Fees and Expenses Relating to Millennium USA" and "Allocation of Gains and Losses" in Part One of the Underlying Fund Memorandum for further discussion of the Underlying Fund Performance Allocation. UNDERLYING FUND Neither the Underlying Fund nor the Underlying Master Fund EXPENSES pay a management fee. As set forth in the Underlying Fund Memorandum, the Underlying Fund and the Underlying Master Fund each bear a range of fees and expenses including, but not limited to, expenses incurred with respect to, or in ML281817-MAXWELL -6- CONFIDENTIAL UBSTERRAMAR00002272 EFTA00237828  connection with, the Underlying Master Fund and its affiliates or incurred directly by the Underlying Master Fund (which cover, among other things, the expenses, salaries, fringe benefits, bonuses, fees and performance-based compensation paid or reimbursed to portfolio managers, other employees, consultants, subcontractors, agents and investment advisers engaged directly by the Underlying Master Fund and its affiliates, fees paid to persons or entities who assist in identifying and recruiting portfolio managers, and expenses related to computers, equipment and technology and expenses related to maintaining offices, including leases and fixtures). See "Fees and Expenses Relating to Millennium USA" in Part One of the Underlying Fund Memorandum and "The Master Partnership's Fees and Expenses" in Part Two of the Underlying Fund Memorandum for further discussion of the Underlying Fund's and Underlying Master Fund's expenses. OTHER EXPENSES BNY Mellon Alternative Investment Services (the "Sub-. Administrator") performs certain administration, accounting and investor services for the AlphaKeys Fund and other investment funds sponsored or advised by UBSFS or its affiliates. In consideration for these services, the AlphaKeys Fund and certain of these other investment funds will pay the Sub-Administrator an annual fee calculated based upon the aggregate average net assets of the AlphaKeys Fund and certain of these other investment funds, subject to a minimum monthly fee, and will reimburse certain of the Sub- Administrator's expenses. The AlphaKeys Fund will bear all costs, fees and expenses incurred in the operation of the AlphaKeys Fund, other than those specifically required to be borne by the Administrator and other service providers pursuant to their agreements with the AlphaKeys Fund. Expenses ("Expenses") to be borne by the AlphaKeys Fund include: (i) all costs and expenses related to investment transactions and positions for the AlphaKeys Fund's account, including, but not limited to, custodial fees, fees and expenses incurred in connection with the AlphaKeys Fund's investment in the Underlying Fund, including due diligence, "road show" and other marketing-related expenses and travel- related expenses, and fees and expenses related to any Temporary Investments made by the AlphaKeys Fund; (ii) all costs and expenses associated with borrowing; (iii) fees payable to the Conflicts Review Committee (as defined herein) and the costs and expenses of holding any meetings of the Conflicts Review Committee