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STOR USE ONLY Notwithstanding anything to the contrary provided in any offering document relating to the AlphaKeys Fund (including this Memorandum, the Investor Application and the AlphaKeys Fund Agreement), each Investor or prospective Investor (and each employee, representative, or other agent of the Investor or pros
all years of the Underlying Fund and the Underlying Master Fund unless revoked with the consent of the IRS. As a result of the Underlying Fund's and the Underlying Master Fund's mark-to-market election, the AlphaKeys Fund will generally be required to recognize ordinary gain or loss on all of the securities held by the Unde
vant 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 pros
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
vant 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 pros
ing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and proceeds. In particular, the Underlying Fund's and the Underlying Master Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdicti
Entities connected to both the Investor Application and the Underlying Master Fund's

UBS AG
ORGANIZATION
Ghislaine Maxwell
PERSON
United States
LOCATION
Paul Volcker
PERSON
U.S. Treasury
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONthe District of Columbia
LOCATIONErnst & Young LLP
ORGANIZATIONClasses of Interests
ORGANIZATIONCayman
LOCATIONNo Assurance of Investment Return
ORGANIZATIONthe Underlying Fund Management Fee
ORGANIZATIONBank Holding Company Act Considerations
ORGANIZATIONCustodian
ORGANIZATION
Millennium
ORGANIZATIONthe Federal Reserve System
ORGANIZATIONNon-U.S. Investments
ORGANIZATION
New York
LOCATIONthe U.S. Investment Company Act
ORGANIZATIONSchulte Roth & Zabel LLP
ORGANIZATION