EFTA00239188.txt

"Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund"

"The AlphaKeys Fund has been organized to invest substantially all of its capital in Millennium USA LP"

"Millennium Management LLC, a Delaware limited liability company, the general partner of the Underlying Fund"

"The Underlying Fund is a limited partner of, and invests primarily in, the Underlying Muter Fund"

"the AlphaKeys Fund and certain of these other investment funds will pay the Sub-Administrator an annual fee"

"fees and expenses incurred in connection with the AlphaKeys Fund's investment in the Underlying Fund"

"fees payable to the Conflicts Review Committee (as defined herein)"

"the Administrator may determine at any time, subject to the restrictions on withdrawals from the Underlying Fund, to terminate the AlphaKeys Fund's in"

"the AlphaKeys Fund will hold a single interest in the Underlying Fund"

"UBS Fund Advisor, L.L.C. has been appointed by the Investors to provide certain administrative or support services to the AlphaKeys Fund"

"The Administrator is an indirect, wholly owned subsidiary of UBS Americas, Inc."

"UBS Americas, Inc. ... which, in turn, is a wholly owned subsidiary of UBS AG"

"UBSFS, a wholly owned subsidiary of UBS Americas"

"the AlphaKeys Fund will pay the Administrator a fee (the "Administrative Fee")"

"The offices of the Administrator are located at 1285 Avenue of the Americas, New York, New York 10019"

"An investment in the AlphaKeys Fund (and its investment in the Underlying Fund) is speculative"

"UBSFS acts as the principal placement agent for the AlphaKeys Fund"

"the AlphaKeys Fund may transfer any portion of its investment in the Underlying Fund"

"The Administrator is, for purposes of the BHC Act, a subsidiary of UBS"

"UBSFS acts as the principal placement agent for the AlphaKeys Fund"

"funds managed by the Underlying Fund Manager... the Underlying Fund"

"all accounts other than the AlphaKeys Fund managed by the Underlying Fund Manager or its affiliates... are referred to collectively as the "Millennium"

"Millennium USA carries out its investment and trading activities primarily by investing in the Master Partnership"

"Millennium USA primarily invests its capital in Millennium Partners, L.P. (the "Master Partnership")"

"Millennium Management LLC, the general partner of Millennium USA"

"Millennium Management is also the general partner of the Master Partnership"

"Israel A. Englander is currently the controlling trustee of Millennium Group Management LLC"

"Millennium Group Management LLC... the managing member of Millennium Management."

"Millennium Management also serves as the general partner of the Master Partnership."

"Millennium USA has engaged SS&C Financial Services LLC (the "Administrator") to act as its administrator"

"20% of the aggregate net capital appreciation of Millennium USA applicable to the Offered Interests will be reallocated to Millennium Management as it"

"Millennium Management LLC, the general partner of Millennium USA"

"Millennium Management is also the general partner of the Master Partnership."

"Millennium USA accepts investments from outside investors and primarily invests its capital in Millennium Partners, L.P."

"Millennium International... primarily invests its capital in the Master Partnership... indirectly through Millennium Offshore Intermediate, L.P."

"Millennium Offshore Intermediate, L.P... which, in turn, invests all or substantially all of its capital in the Master Partnership."

"Millennium Global Estate LP ("Millennium Global Estate") also invests in the Master Partnership"

"The management of Millennium USA is vested exclusively in Millennium Management"

"Millennium USA's principal office is located at 666 Fifth Avenue, 8th Floor, New York, New York 10103-0899"

"Each of Millennium USA and the Master Partnership has received an opinion of Schulte Roth & Zabel LLP, its counsel"

"Each of Millennium USA and the Master Partnership has received an opinion of Schulte Roth & Zabel LLP, its counsel"

"those indirectly attributable to Millennium USA as a result of it being a partner of the Master Partnership"

"correct or supplement any provision in the Partnership Agreement that is inconsistent with any other provision in the Partnership Agreement... with re"

"Schulte Roth & Zabel LLP ("SRZ") has been engaged by Millennium Management as U.S. counsel"

"represent it in connection with the organization of Millennium USA"

"Millennium USA has retained Ernst & Young LLP... as its auditor"

"The General Partner is the sole general partner of the Master Partnership, with substantially all of the power to control its affairs and operations."

"The General Partner is registered as an investment adviser with the SEC"

"The General Partner is also registered as a commodity trading advisor with the U.S. Commodity Futures Trading Commission"

"Mr. Englander has a minority, passive interest in a non-Millennium broker-dealer, Israel A. Englander & Co., Inc"