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uch jurisdiction. Interests that are acquired by persons not entitled to hold them will be compulsorily redeemed. In this Memorandum, references to the "United States" or "U.S." will mean the United States of America, its territories and possessions, any state thereof and the District of Columbia. References to "S
r 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
d from foreign corporations if such foreign corporations are qualified foreign corporations of a foreign country which has an income tax treaty with the United States, which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision, or if
such income is not debt-financed, as discussed below. UBTI also includes certain insurance income derived by a CFC if a tax-exempt organization is a "United States Shareholder" (as defined in the Code) with respect to such CFC. A tax-exempt entity deriving gross income characterized as UBTI that equals or exce
rt services to the AlphaKeys Fund (in such capacity, the "Administrator") pursuant to an administrative services agreement with the AlphaKeys Fund (the "Administrative Services Agreement"). One or more affiliates of the Administrator and the Placement Agent (as defined below) and third parties will be engaged to provide certain serv
r 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 i
ted States, (2) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof, including the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of
THROUGH ITS INVESTMENT IN MILLENNIUM PARTNERS, L.P. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGU
rt 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
r 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 The Administrator may, directly or indirectly, assign all or any part of its rights and dut
ted States, (2) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof, including the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of
THROUGH ITS INVESTMENT IN MILLENNIUM PARTNERS, M. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGU
rt services to the AlphaKeys Fund (in such capacity, the "Administrator") pursuant to an administrative services agreement with the AlphaKeys Fund (the "Administrative Services Agreement"). =IIVIAXWELL -3- CONFIDENTIAL UBSTERRAMAR00001216 EFTA00236862 One or more affiliates of the Administrator and the Placement Agent (as defin
Entities connected to both United States and the "Administrative Services Agreement

Ghislaine Maxwell
PERSON
New York
LOCATION
Philadelphia
LOCATION
U.S. Treasury
ORGANIZATIONthe District of Columbia
LOCATION
Federal Reserve
ORGANIZATION
the Internal Revenue Service
ORGANIZATION
UBS AG
ORGANIZATIONCayman
LOCATION
FDIC
ORGANIZATION
Cayman Islands
LOCATIONKeogh
ORGANIZATION
Paul Volcker
PERSONthe U.S. Investment Company Act
ORGANIZATIONthe New York Stock Exchange
ORGANIZATIONthe U.S. Department of Labor
ORGANIZATIONnon-U.S. Investors
ORGANIZATIONthe Federal Reserve System
ORGANIZATIONthe Private Placement Memorandum
ORGANIZATION
Millennium
ORGANIZATION