EFTA00237816.txt

"UBS Fund Advisor, L.L.C. (the "Administrator") in its capacity as the Administrator and the manager of the AlphaKeys Fund"

"The AlphaKeys Fund will be an investor of the Underlying Fund"

"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"

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

"Millennium Management LW, a Delaware limited liability company, the general partner of 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 (in such capa"

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

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

"UBSFS, a wholly owned subsidiary of UBS Americas"

"the AlphaKeys Fund vis-à-vis its investment in the Underlying Fund"

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

"UBS AG, which is subject to supervision and regulation by the Federal Reserve"

"Millennium USA carries out its investment and trading activities primarily by investing in Millennium Partners, L.P."

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

"funds managed by the Underlying Fund Manager"

"All other accounts managed by the Underlying Fund Manager or its affiliates"

"Millennium USA primarily invests its assets in the Master Partnership"

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

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

"Millennium Management LLC ("Millennium Management"), the general partner of Millennium USA and the general partner of the Master Partnership"

"Millennium USA's (through its investment in the Master Partnership) generally pro rata portion of the Master Partnership's costs"

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

"Ropes & Gray LLP, New York, New York, will act as counsel to the AlphaKeys Fund"

"Ropes & Gray LLP, New York, New York, will act as counsel to the AlphaKeys Fund, the Administrator and their affiliates"

"Ernst & Young LLP serves as the independent auditors of the AlphaKeys Fund"

"The Administrator is registered with the CFTC and the NFA as a "commodity pool operator""

"The Administrator is registered with the CFTC and the NFA as a "commodity pool operator""

"Millennium Management, designated as the "Tax Matters Partner," has considerable authority to make decisions affecting the tax treatment and procedura"

"Israel A. Englander, the managing member of Millennium Management"

"the net proceeds will be invested primarily in the Master Partnership"

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

"The general partner of Millennium USA and the general partner of the Master Partnership is Millennium Management"

"The general partner of Millennium USA and the general partner of the Master Partnership is Millennium Management"

"Millennium Management is the commodity pool operator and commodity trading advisor of Millennium USA and the Master Partnership and has general respon"

"Millennium Management is the commodity pool operator and commodity trading advisor of Millennium USA and the Master Partnership"

"Millennium USA has entered into an agreement (the "Services Agreement") with an independent third-party administrator, GlobeOp Financial Services LLC"

"The office of the Administrator is located at One South Road, Harrison, New York 10528"

"The Administrator will receive a monthly fee from Millennium USA"

"Millennium USA is, directly, or through its investment in the Master Partnership, responsible for"

"20% of the aggregate Net Capital Appreciation of Millennium USA for the year will be reallocated to Millennium Management as its Incentive Allocation"

"fees paid for the investment advisory services of Millennium Capital Partners LLP ("MCP UK")"

"Schulte Roth & Zabel LLP ("SRZ") has been engaged by Millennium Management to represent it in connection with the organization of Millennium USA"

"In advising Millennium USA and Millennium Management with respect to the preparation of this Confidential Memorandum, SRZ has relied upon information"

"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."

"Millennium USA primarily invests its capital in the Master Partnership."

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

"Millennium Strategic Capital primarily invests its capital in the Master Partnership."

"Millennium Strategic Capital Offshore primarily invests its capital indirectly in the Master Partnership, through its investment in Millennium Offshor"