EFTA00236793.pdf

UBS AlphaKeys Millennium Fund, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ("OLS") Qff return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. • Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not be required to complete these forms if your UBS account has already been designated FATCA- compliant. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • Please refer to the Fund Investment Application ("FIA") QuickCard for application submission instructions, or call UBS Alternative Investments US at 888-962-3842, option 1, sub option 4. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end. -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001138 EFTA00236793 Instructions for Completing Investor Application Prospective investors in the AlphaKeys Millennium Fund, L.L.C. (the 'Fund") should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via OLS please follow the instructions on the OLS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly return the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital Contribution Amount: • Indicate the Capital Contribution applied for (which may be accepted in whole or in part by UBSFA). • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. UBSFA may in its sole and absolute discretion accept as your Capital Contribution an amount less than the Capital Contribution applied for herein. CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS PRIOR TO MONTH'S END. B. Investor Information: • Provide the Investor's mailing address exactly as it should appear on the address labels. • Include the Investor's state of residence or principal place of business, if applicable, and Social Security/fax ID Number. • Provide the Investor's email address. C. Accredited Investor Representation: Please read Schedule 1 and check the appropriate box. Generally, an 'accredited investor' has a net worth in excess of $1 million for individuals (together with spouse) or total assets in excess of $5 million for entities. To calculate net worth, exclude the value of your primary residence, and count as a liability any indebtedness secured by that property in excess of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by UBSFA. MAXWELL Private and Confidential 2 CONFIDENTIAL UBSTERFtAMAR00001139 EFTA00236794 Instructions for Completing Investor Application (continued) D. Qualified Purchaser Representation: Please read Schedule 1 and check the appropriate boxes. Generally, a 'qualified purchaser' must be an individual or beneficiary of an IRA• or participant•directed plan or family trust/entity with at least $5 million in qualified investments or an entity with at least 825 million in qualified investments. The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. E. Benefit Plan Investor Status: Please read carefully and check the appropriate box. F. Controlling Person Status: Please read carefully and check the appropriate box. G. Certification Regarding Initial Public Equity Offerings: Please initial and complete all applicable sections. H. Government Entity Status: Please read carefully and check the appropriate box(es). I. NFA Bylaw 1101 Certification Please read carefully and initial the applicable acknowledgement(s). J. Investor Acknowledgement: Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements and complete the applicable certification(s). K. Investor Signatures: Please sign. -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001140 EFTA00236795 Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND QUALIFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPLICATION FORM. ACCREDITED INVESTOR STATUS AND QUALIFIED PURCHASER STATUS The Undersigred must certify that he, she or it is an accredited investor and a qualified purchaser based on the categories listed below ACCREDITED INVESTOR STATUS I. Individuals, Joint Tenant and IRAs The Undersigned, either individually or together with the Undersigned's spouse, has a net worth• in excess of $1 million. II. Trusts (a) The trust has (0 total assets in excess of $5 million, (ii) it was not formed for the specific purpose of investing in the Fund, and (iii) its investment in the Fund is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Fund; or (b) Each Grantor of the trust has the power to revoke the trust and regain title to the trust assets, and each grantor is an accredited investor; or (c) The trustee of the trust is a "bank' as defined in Section 3(aX2) of the Securities Act or a savings and loan association a other institution referred to in Section 3(a)(5)(A) of the Securities Act. III. Retirement Plans (a) The plan has total assets in excess of $5 million; or (b) Each participant in the plan is an accredited investor; or (c) The plan is participant directed, with investment decisions made solely by persons who are accredited investors; or (d) Investment decisions for the plan are made by a "plan fiduciary" as defined in Section 3(21) of ERISA that is a bank, insurance company, registered investment adviser or savings and loan association. IV. Corporations, Partnerships, Limited Liability Companies and Other Entities or The Undersigned is a corporation. partnership, limited liability company, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), not famed for the specific purpose of investing in the Fund, with total assets in excess of $5 million; or (b) Each shareholder, partner, or other equity owner of the Undersigned, as the case might be, is an accredited investor; or (c) The Undersigned is a "bank" as defined in Section 3(a)(2) of the Securities Act or a 'savings and loan association" or other institution referred to in Section 3(aX5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; or (d) The Undersigned is a "broker or dealer" registered pursuant to Section 15 of the Securities Exchange Act; or (e) The Undersigned is an "insurance company" as defined in Section 2(aX13) of the Securities Act; or (f) The Undersigned is an 'investment company" registered under the Investment Company Act; or (g) The Undersigned is a 'small business investment company" licensed by the U.S. Small Business Administration under Section (301)(c) or (d) of the Small Business Investment Act; or (h) The Undersigned is a "business development company" as defined in Section 2(aX48) of the Investment Company Act or a 'business development company' defined in Section 202(aX22) of the Investment Advisers Act. Note for Accredited Investor Status: • The term net worth means total assets at fair market value minus total liabilities. To calculate net worth: (i) exclude the fair market value of your primary residence; (ii) count as a liability any indebtedness secured by that property in excess of the fair market value of that property, except that if you incurred that debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. MAXWELL QUALIFIED PURCHASER STATUS V. Individuals, Joint Tenants and IRAs (as applicable) The Undersigned is a qualified purchaser because heIshe (alone, or together with his/her spouse, if investing jointly) owns not less than $5 million in investments." VI. "Family Corporations, "Family Foundations, "Family Endowments, "Family" Partnerships, "Family Trusts or other 'Family Entities (a) The Undersigned was not formed for the specific purpose of investing in the Fund; (b) The Undersigned owns not less than $5 million in investments;" and (c) The Undersigned is owned directly or indirectly by or for (i) two or more natural persons who are (A) related as siblings or spouses (including former spouses), or (B) direct lineal descendants by birth or adoption, (ii) spouses of such persons, (iii) the estates of such persons or (iv) foundations, charitable organizations or trusts established by or for the benefit of such persons. VII. Trusts (Other than Trusts that qualify under VI or VIII hereof) (a) The Undersigned was not formed for the specific purpose of investing in the Fund; and (b) The trustee or other authorized person making decisions with respect to the trust, and each Settles or other person who has contributed assets to the trust, is a person described in V, V1, VIII or IX. VIII. Other Entities (a) The Undersigned was not formed for the specific purpose of investing in the Fund; and (b) The Undersigned is an entity, acting for its own account or for the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary basis. not less than $25 million in investments." Private and Confidential CONFIDENTIAL UBSTERRAMAR00001141 EFTA00236796 Schedule 1 (continued) QUAUHED PURCHASER STATUS (Mr IX. Entities that do not qualify under The Undersigned is a qualified purchaser because each beneficial owner of the Investor's securities is a qualified purchaser as described herein. Note: Trusts may not rely on this certification even if all of their beneficiaries are qualified purchasers. X. All Investors that are Entities (a) The Undersigned is not a 3(c)(1) or 3(c)(7) Company; or (b) The Undersigned is a Section 3(c)(1) or 3(c)(7) Company but does not have ANY Pre-April 30 Holders; or (c) The Undersigned is a Section 3(c)(1) or 3(c)(7) Company and has obtained consent to its treatment as a qualified purchaser from all of its Pre-April 30 Holders. XI. Investors that checked VI or VP may check XI instead of X The Undersigned has obtained consent to its treatment as a qualified purchaser from all of its trustees, directors or general partners. XII. Investors that checked X(b) or X(c) must also respond YES or NO to XII Is any direct or indirect beneficial owner of the Undersigned itself a Section 3(c)(1) or 3(c)(7) Company that controls, is controlled by, a is under common control with the Undersigned? If the Undersigned cannot answer NO to XII because it has a control relationship with a beneficial owner that is itself a Section 3(cX1) or 3(cX7) Company, the Undersigned may be required to obtain consent from the security holders of such owner. Notes for Qualified Purchaser Status: • • The term 'investments' means any or all (1) securities (as defined in the Securities Act), except for Control Securities unless otherwise included as described below; (2) futures contracts or options thereon held for investment purposes; (3) physical commodities held for investment purposes; (4) Swaps and other similar financial contracts entered into for investment purpose; (5) real estate held for investment purposes; and (6) cash and cash equivalents held for investment purposes. MAXWELL Control Securities may be included in "investments" if (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Investment Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 a 15(d) of the Securities Exchange Act, (C) the issuer of the Control Securities has a class of securities listed on a designated off-shore securities market under Regulation S under the Securities Act or (D) the issuer of the Control Securities is a private company with shareholders' equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements were issued within 16 months of the date of Undersigned's purchase of Interests). NOTE: In determining whether the 1.5 million or $25 million thresholds are met, investments can be valued at cost or fair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met. Private and Confidential 5 CONFIDENTIAL UBSTERFtAMAR00001142 EFTA00236797 Investor Application Form A. Capital Contribution Applied for: Note: Your account will be debited for your Capital Contribution plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fee will be in addition to your Capital Contribution. Please see the Investor Acknowledgement section for additional information regarding the Placement Fee. Subscriptions will only be accepted in U.S. Dollars. Account It: Fun& current& avarlaUe B. Investor Information: SSN/Tax ID: • Mrs Investor Address: Attention (Name.) E-mail: MS Miss Dr State: (Investor RearSas Principal Place of Business' Other Phone: Fax: C Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned certifies that he, she, or it (as applicable) (i) has read and understands the instructions to this Investor Application including, but not limited to, the instructions to calculate the net worth for accredited investors; and (ii) is a "accredited investor" under Regulation D (generally, net worth in excess of Si million for individuals (together with spouse) or total assets in excess of SS million for entities) and has calculated net worth as required by the instructions in this Investor Application. Please read Schedule 1 and check one appropriate box below. Note that you must be both an accredited investor and a qualified purchaser in order to invest in the Fund. tf Investor is an IncividualARA/Joint Tenant (with Rights of Survivorship), check here: If Investor 6 a Revocable Trust, check here: O Oka or O 0O or O O If Investor is an Irrevocable Trust, check here: If Investor is a Participant-Directed Retirement Plan, check here: If Investor is Other Retirement Plan, check here: If Investor is a Corporation, Partnership, Limited Liability Company and Other Entity, check here: K (II)a or K (Ilk O (III)c K (III)a or K (01$ Of K (Red K INla or O (IVIla or O (Pik or O (NM or O (IV)e or O or O (IV)g or O0O =E -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001143 EFTA00236798 Investor Application Form (continued) D. Qualified Purchaser Representation: The Undersigned is a 'qualified purchaser' under the Investment Company Act (generally, individuals, beneficiaries of IRA/participant-directed plans, and family/trust entities must own at least $5 million or more in qualified investments and entities must own and invest at least $25 million in qualified investments). The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entities should read carefully the specific • qualified purchaser' requirements on Schedule 1, including the requirement (for trusts other than trusts relying on certifications in Vi and V1Ill that both the trustee (or other authorized person making decisions with respect to the trust) and each Settlor or other person who has contributed assets to the trust must own at least $5 million in qualified investments. The Undersigned's execution of this Investor Application constitutes certification of the Undersigned's status as a 'qualified purchaser.' If Investor is an Individual a IRA- or Participant-Directed Retirement Plan, check here: If Investor is a ' Family' Corporation, ' Family' Foundation, ' Family' Endowment, ' Family' Partnerships, 'Family Trusts or Other ' Family- Entities, check here: If Investor is a Trust (other than a Trust that qualifies under VI or VIII) check here: If Investor is another type of Entity, check here: If Investor is an Entity that does not qualify under check here: 'Investors that checked X(b) or X(c) must also respond YES or NO to item XII O () O (V)a, b and c AND O 0Qa or O ()Obi or O tXx• or O (X) O (Viga and b AND O (X)a or O 00b• or O )(1.c• or O (x) O (VIII)a and b AND O 00a a O ()Obi or O (X)C. Or O (X) O OX) AND O 0ga a O POW a O 00e or O (X0 'If you chocked Mb or Mt above, CHECK YES OR NO BELOW O YES or ONO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: (1) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to ERISA; (2) a "plan" (as defined in Section 4975(eX1) of the Code) that is subject to Section 4975 of the Code; or (3) an entity which is deemed to be a "benefit plan investor or to hold "plan assets" under the Plan Assets Rules by reason of equity investments in such entity by one or more persons described in clause (1) or (2) above. Examples of the foregoing include, among other things, 'Keogh' plans, other tax-qualified retirement plans, IRAs, certain other types of employee benefit plans (and accounts) and entities that are deemed to hold 'plan assets' thereof. Check one: O YES or O NO F. Controlling Person Status: Please certify, by checking the appropriate box below, whether the Investor is or will be described in any of the following categories: () a person or entity that has discretionary authority or control with respect to the assets of the Fund; a person or entity that provides investment advice for a fee (direct or indirect) with respect to the assets of the Fund; or (iii) an 'affiliate' of a person or entity described in clause (i) or lig above. Fa purposes of this representation, an 'affiliate' of a person a entity includes any person or entity controlling, controlled by or under common control with the person or entity, including by reason of having the power to exercise a controlling influence over the management or policies of the person or entity. Check one: OYES or ONO M MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001144 EFTA00236799 Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings: Rule 5130 "Restricted Persons" The Fund may elect not to invest in new issues even if your individual account is eligible fa such transactions. Please initial the appropriate statement The Undersigned has initialed those statements below which apply to it or, if the Undersigned is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial Interest in the Undersigned The Investor is any of the following (a) A FINRA member firm or other broker dealer (b) An officer, director, general partner, associated person or employee of a FINRA member firm or other Covered Broker Dealer; (0 An agent of a Covered Broker Dealer if the agent is engaged in the investment banking or securities business; (d) An Immediate Family Member of a person specified in (b) or (c) above; (e) A finder a other person acting in a fiduciary capacity to a Covered Broker Dealer, including attorneys, accountants and financial consultants; (f) A person who has the authority to buy or sell securities fa a bank, savings and loan institution, insurance company, investment company, investment adviser or Collective Investment Account; (9) An Immediate Family Member of a person specified in (e)or (0 above who receives from or provides to such person Material Support; (h) A person listed (or required to be listed) in Schedule A or Schedule C to Form BD as owning 10% or more of a Covered Broker Dealer; (i) A person listed (or required to be listed) in Schedule B or Schedule C of Form BD whose ownership interest is in a person listed in (h); (j) A person that owns directly or indirectly 10% or more of a public reporting company listed (or required to be listed) in Schedule A of Form BD with respect to a Covered Broker Dealer, other than a public company that is listed on a national securities exchange; (k) A person that owns directly or indirectly 25% or more of a public reporting company that is a person listed in (i) above other than a public company that is listed on a national securities exchange; (I) An Immediate Family Member of a person listed in (h) through (k) above who receives from or provides to such person Material Support; (m) An account (including a corporation, partnership, limited liability company, trust or other entity) in which any of the persons referred to in (a) through (I) above has a Beneficial Interest (any person in (a) through (m), a "5130 Restricted Person"). The Investor is none of the above. For Entities only-. If you initialed any of items (a) through (m) above, you may still be eligible to participate in 'new issues" if you satisfy one of the exemptions listed under "New Issues Exemptions" at the back of the Subscription Agreement. If so, please specify the exemption number (1 through 10) here (exemption 1(b) is not available): NOTE: Exemptions are not applicable for individual retirement accounts, individual or joint accounts, UGMA or UTMA accounts, which are treated as natural persons for this purpose. MAXWELL Private and Confidential 8 CONFIDENTIAL UBSTERRAMAR00001145 EFTA00236800 Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings (a: Rule 5131 "Covered Persons" I Please initial below if applicable or if the Investor is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial Interest In the Investor The Investor, a any person having a Beneficial Interest in the Invests, is (i) an executive officer or director of a Public Company or a Covered Non-Public Company, or (ii) a person receiving Material Support by an executive officer or director of a Public Company or a Covered Non-Public Company (any person in (i) or (ii), a "5131 Covered Person"). (2) If you initialed statement (1) above, you must name each relevant Public Company ancVor Covered Non-Public Company: (3) If you initialed statement (1) above, please initial the following only if such applicable Public Company or Covered Non-Public Company: (a) is currently a client receiving Investment Banking Services provided by a FINRA member, or has paid compensation to a FINRA member for Investment Banking Services in the past 12 months; (b) expects to retain a FINRA member for Investment Banking Services within the next 3 months; or (c) has entered into an express or implied obligation, directly or indirectly through its executive officers or directors, to retain a FINRA member for the performance of future Investment Banking Services. If you initialed any of items (a) through (c) above, you may still be eligible to participate in Thew issues' if you satisfy one of the exemptions listed under • New Issues Exemptions' at the back of the Subscription Agreement If so, please specify the exemption number here (exemption 1(a) is not available): If the Investor has represented that he, she or it is not a "Restricted Person" or a "Covered Person", the Investor further represents that he, she or it understands that this certificate expires after one year and agrees promptly to notify the Fund should the account become a "Restricted Person" or `towered Person". H. Government Entity Status le is the Investor a Government Entity? O Yes 0 No (ii) tf the Investor is acting as agent, representative or nominee for one or more investors, is any of such investors a Government Entity' O yes 0 No (iii) If the answer to question (ii) is "Yes", please indicate the names of any such investor: MAXWELL Private and Confidential 9 CONFIDENTIAL UBSTERRAMAR00001146 EFTA00236801 Investor Application Form (continued) I. NFA Bylaw 1101 Certification (Please initial as appropriate.) (a) (b) Incividual, IRA and foundation Investors: The Investor represents and warrants that it is an individual, IRA or a foundation and that it is not required to be a member of the National Futures Association ("NFA") or to be registered with the Commodity Futures Trading Commission ("CFTC") in any capacity. (Please continue an to Section J. Investor Acknowledgement) OR All Other entity Investors: The Investor (or, if the Investor is a commodity pad, the operator thereof) represents and warrants it is not required to be a member of the NFA or to be registered with the CFTC in any capacity. (Please note, while not always the case, generally, certain private investment vehicles such as single member limited liability companies and certain limited partnerships comprised of family members, among others, should initial this section and below if applicable.) If the investor is a fund or another investment entity and initialed item (b) above, please complete the following: The Investor is a family investment vehicle whose participants include only spouses, children, in-laws, grandparents and cousins, a the Investor is a family office and has filed a notice with the CFTC under No-Action letter 12-37. The Investor relies upon an exemption from registration under CFTC Rule 4.13 and has filed a notice claiming this exemption with the NFA. The Investor relies upon an exclusion from the definition of the term "commodity pool operator under CFTC Rule 4.5 and has filed a notice claiming this exemption with the NM. The Investor is a noncontributory plan, a contributory defined benefit plan', a governmental plan, an employee welfare benefit plan, or a church plan covered under the Employee Retirement Income Security Act of 1974. The Investor relies upon another exemption or otherwise is not required to register with the CFTC (please indicate below the applicable exemption upon which the Investor relies or indicate the basis upon which the Investor has determined that registration or an exemption is not required) OR Entities that are NFA Members andior those required to register with the CFTC: The Investor (or, if the Investor is a commodity pod, the operator thereof) represents and warrants that it is a member of the NFA and is registered with the CFTC. Please indicate below the capacity in which the Investor (or the operator thereof) is registered (commodity pool operator, commodity trading adviser, futures commission merchant. introducing broker, or retail foreign exchange dealer). pla t floyee may voluntarily contribute, no portion of an employee's contrioution is committed as margin Private and Confidential CONFIDENTIAL UBSTERRAMAR00001147 EFTA00236802 Investor Application Form (continued) 1. Investor Acknowledgement: The Undersigned should consult its own U.S. tax advisor if it is uncertain as to whether it is a "United States person" for purposes of U.S. federal income taxation. (a) The Undersigned represents that he, she or it is a "United States person' (as such term is defined in the Code) for purposes of U.S. federal income taxation and has provided to UBS a valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Undersigned. The Undersigned certifies under penalties of perjury that (A) its U.S. taxpayer identification number, as it appears in the Investor Application Form in this Subscription Booklet, is true and correct and (B) it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the U.S. Internal Revenue Service (IRS") that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The Undersigned will notify the Fund within 15 days if any of the above certifications are no longer valid. Upon request by the Fund or UBSFA. the Undersigned shall promptly furnish to the Fund valid and duly completed Form W-9, or successor form thereto, signed under penalties of perjury by such Undersigned. (b) The Undersigned has reviewed and confirmed all of the information in the Investor Application and confirms initial maid that all of the information that is required to be provided by the Undersigned in this Investor Application is It joint tenants, both may be true, accurate and complete in all respects. required to initial.: Initial Intidl Ill pint tenants, both may be requited to initial ; (c) The Undersigned represents that he, she or it has received, carefully read and will be bound by the Agreements, including the pre-dispute arbitration clause which appears in the Subscription Agreement and the Fund Agreement, and agrees that signing below constitutes the execution and receipt of the Agreements. (d) The Undersigned represents that he, she or it has received a copy of the Memorandum, has read it and understands it, and the Undersigned is aware of the Fund's limited provisions on transferability and withdrawal; he, she or it understands that an investment in the Fund involves conflicts of interest, including that the Placement Agent and its affiliates will receive payments from the Investors, the Fund and/or their affiliates based upon the aggregate amount of capital contributions to the Fund. (e) The Undersigned confirms that the investment objective and risk profile applicable to the investment in this Fund are respectively, 'capital appreciation' and 'aggressive.' This objective and risk profile is applicable only to this investment and may differ from the investment goals and risk tolerance for the overall portfolio and the brokerage account in which this investment is held. (f) The Undersigned understands that an investment in the Fund may impact the Undersigned's future liquidity (either long or short-term) and represents that the Undersigned's investment goals are consistent with the time frame of the investment. (g) The Undersigned hereby authorizes the debit of funds for the Capital Contribution, plus any applicable Placement Fee, and any applicable amount required to satisfy a tax obligation of the Fund. (h) The Undersigned understands that UBSFA may in its sole and absolute discretion accept as your Capital Contribution an amount less than the Capital Contribution applied for herein. (i) The Undersigned certifies that the United States is his, her or its country of residence or principal Initial Initial place of business. (If Undersigned cannot make this certification, please talk to your Financial tif joint tenants, both may be regired Advisor about whether you may invest in the Fund.) to initial; (l) The Undersigned acknowledges that a Placement Fee of 2% of the Capital Contribution will be Initial intial charged if the Undersigned invests through a brokerage account. However, in limited Ilf joint tenants, both may be required circumstances the Placement Fee may be waived by the Placement Agent. This Placement Fee is to initial; in addition to, and will not reduce, the Undersiqned's Capital Contrbution. If the Placement Fee is reduced by agreement between the Placement Agent and the Undersigned, then the reduced Placement Fee to which the Undersigned has agreed will be reflected on the UBS trade confirmation. The Undersigned confirms that the Placement Fee has been discussed with his/her/its Financial Advisor and any additional questions will be addressed if requested. No Placement Fee is charged if this investment is made through a UBS advisory program. MAXWELL Private and Confidential 1 CONFIDENTIAL UBSTERRAMAR00001148 EFTA00236803 Investor Application Form (continued) .I. Investor Acknowledgement (MN): (k) FOR GRANTOR TRUSTS ONLY: If the Undersigned is a grantor trust, the Undersigned acknowledges that any and all grantors of the trust are U.S. persons for U.S. federal income tax purposes (please note: grantor trusts with non-U.S. persons as grantors may not invest in this FundL K. Investor Signatures: Please sign below. Please note that signing below constitutes your signature to the Investor Application Form, the Subscription Agreement and the Fund Agreement in accordance with their terms. Signature Date AdeletIonal Investor &goitre* re. g., joint tenon) Date Print Name Print Nam of Acklitical Investor MAKE SURE YOU HAVE COMPLETED ALL APPLICABLE SECTIONS OF THIS INVESTOR APPLICATION FORM. -MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001149 EFTA00236804 For Financial Advisors All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end I. Investor Suitability and NFA Bylaw 1101: With regard to the proposed investment of the aforementioned client in the Fund, I, as Financial Advisor to the client, by signing below, certify that have: (1) informed the dient of all pertinent facts relating to the liquidity and transferability of the Fund, including the obligation to maintain sufficient liquidity to meet ongoing capital calls the Fund has a capital call structure) on potentially short notice and that the investment may impact the client's future liquidity; (2) reasonable grounds to believe (on the basis of information obtained from the client concerning the client's age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments and any other information known by me, including the attached CAD that: (a) the Fund being subscribed for is suitable and appropriate for the client; (b) the client meets all applicable minimum income, net worth, liquid assets and other objective suitability standards; (c) the client can reasonably benefit (including realizing any intended tax benefit, if applicable) from the Fund based on the client's financial position, overall investment objectives and portfolio structure; (d) the client can bear the economic risks of the investment in the Fund; (e) the client's goals ale consistent with the time frame of the investment; and (f) the client appears to have an understanding of: (i) the fundamental risks of the Fund (including that the dent may lose his or her entire investment); (ii) the restrictions on the liquidity and transferability of the Fund; (iii) the background and qualifications of the sponsor(s) and investment manager(s) of the Fund; and (iv) the tax consequences with respect to an investment in the Fund; (3) obtained a valid and duly completed Form W-9 or W-8, as applicable, or successor form thereto, signed under penalties of perjury by the client and I have properly placed such form on file pursuant to internal UBS policy; and (4) confirmed, with reasonable due inquiry, the client's representations provided in Section I. NFA Bylaw 1101 Certification (if applicable). Regarding Item 2(b) above, in the event that the client is an entity (such as a trust or partnership) that does not itself meet the minimum investment requirements (such as net worth) I have ascertained from the appropriate parties (such as the client's trustee or general partner) that all of the client's beneficial owners meet such requirements. Will this investment result in the client holding more than 30% of his net worth as evidenced on CAI in Alternative Investments? K YES ONO Initial If I assisted the client in completing any information that is required to be provided by the dient in the Investor Application, have done so pursuant to the dint's authorization and direction solely based icon information that has been provided to me by the client. lf I did not assist the dient in completing any information in the Investor Application, I certify that I have reviewed the completed Investor Application Form, and I agree that all the information in connection with the client's investment in the Fund that is provided by the client is correct and accurate. IL Investor Qualification for Offshore Fund offerings only: I have reviewed the -Country Qualifications" append& to the Memorandum or Subscription Agreement and in any applicable supplement to the Memorandum or set forth in the instructions on the UBS intranet, and I certify that I have reasonable grounds to believe that the client is qualified, under the law of its country of residence, as described therein, to invest in the Fund III. Financial Advisor Signature (Please Sign Below): Print Name of Financial Advisor: Account 4: Financial Advisor Signature: Placement Fee: % (2%, waivable in limited ritrumstanrm) (Fee will be charged in addition to Capital Contribution.) Date: (MUST BE COMPLETED) Note. If instructed, the CAI Statement that accompanies this form must be Branch CoderFA #ID vision: dated before or the same day this applkation a signed Financial Advisors must reconcile the information listed on this application with the client's account records, including updating the client's net worth, objectives and any other relevant information. Financial Advisor Telephone S: Financial Advisor E-mail Address: our Rranch Manager signs the following page. Private and Confidential CONFIDENTIAL UBSTERRAMAR00001150 EFTA00236805 For Branch Managers IV. Branch Manager Signature: [certify that I have reviewed the completed Investor Suitability and Investor Qualifications sections above, the client Investor Application Form and CAI, and if applicable, the "Country Qualifications" appendix to the Memorandum or the Subscription Agreement and any applicable supplement thereto or set forth in the instructions on the UBS intranet and I agree, based upon the information known to me, with the Financial Advisor's determination that the investment being subscrbed for is suitable and appropriate for the client. I agree that, if the Financial Advisor assisted the client in completing any information that is required to be provided by the client in the Investor Application, based upon information known to me, that the Financial Advisor has done so pursuant to the client's authorization and direction solely based upon information that has been provided to the Financial Advisor by the client. By signing below, if applicable, I have determined that (1) if the proposed investment is for an Access Person's (as defined in the Investment Adviser Code of Ethics) employee or employee-related account, my signature evidences my pre-approval of the trade and that (2) the Access Person's proposed investment: a) will not unfairly limit the ability of eligible clients of VBS Financial Services Inc. ('the Firm') to participate in the proposed investment and (b) does not present a material conflict with the interests of the Firm's clients or the Firm. Print Name of Branch Manager: Branch Manager Signature Date: (MUST BE COMPUTED) If the above named account is a UBS Financial Services IRA, then the Note: If instructed. the CAI Statement that accompanies this form Branch Manager, as a result, also signs as the custocian of the IRA must be dated before or the same day this application is signed. and accepts and agrees to this subscription. PLACEMENT FEE APPROVAL SECTION -THIS SECTION IS ONLY REQUIRED IF A REDUCED PLACEMENT FEE IS CHARGED To be completed by Complex Director or Complex Admin Manager as Delegate (if necessary) By signing below you have agreed and accepted the reduced placement fee above in section If you do not agree to the reduced placement fee, please inform the branch who is responsiple for contacting Al Investor Service. Call Al Investor Services (800) 580-2359 option #1 for questions. Print Name of Complex Director: Complex Director Signature: Date: (MUST BE COMPLETED) MAXWELL Private and Confidential CONFIDENTIAL UBSTERRAMAR00001151 EFTA00236806 Subscription Agreement The Undersigned wishes to become an Investor in the Fund, and to purchase an Interest in the Fund upon the terms and conditions set forth herein and in the Memorandum and the Fund Agreement Accordingly, the Undersigned hereby agrees as follows I. APPUCATION FOR AN INTEREST The Undersigned agrees to become an Investor, and in connection therewith, subscribes for and agrees to purchase an Interest in and to make a Capital Contribution to the Fund Payment as defined in Schedule 2: must be received prior to the Closing established by the Fund for the subsaption Any placement fee is in addition to the minimum initial subscription The Fund may vary the minimum initial subscription from time to time (B) The Undersigned understands and agrees that the Fund reserves the right to reject this subscription for an Interest fa any reason or no reason, in whole or in pal, and at any time prig to his. her or its acceptance. If the subscription is rejected, the Payment and any Placement Fee paid by the Undersigned, with or without interest, as applicable, MI be returned promptly to the Undersigned and this Investor Application shall have no force or effect Upon acceptance of this Investor Application by the Fund, the Undersigned shall become an Investor in the Fund. Admission of the Undersigned as an Investor will occur only upon the Closing (C) The Undersigned acknowledges and agrees that, except as may be provided under applicable state securities laws, the Undersigned is not entitled to cancel. terminate or revoke this investor Application or any agreements of the power of attorney of the Undersigned hereunder and this investor Appacation and such agreements and power of attorney shall survive fi) any changes in the transaction documents and instruments horn the description thereof in the Memorandum which in the aggregate are not material or which are contemplated by the Memorandum and the subsequent death, disabifity, incapacity, incompetence, termination, bankruptcy, insolvency or dissolution as applicable) of the Undersigned. provided that if the Fund does not accept this Investor Application on or before the Closing, this uniestor Application, all agreements and the power of attorney of the Undersigned thereunder shall be cancelled and this Investor Application MI be returned to the Undersigned (0) The Undersigned agrees to provide UBSFA, the Fund alder the Placement Agent such additional information, documentation and/or representations as UBSFA, the Fund and/or the Placement Agent may request in order to comply with any provision of Sections 1471 through 1474 of the Code and any guidance issued thereunder The Undersigned understands that such information, documentation ander representations may be disclosed to the Internal Revenue Service or other Third Parties, as appropriate, by the Fund II. REPRESENTATIONS AND COVENANTS The Undersigned makes the following representations, declarations and warranties with the intent that the sane be relied upon in determirvng the suitability of the Undersigned as an Investor. compliance by the Fund with federal and state securities laws or the tax status of the Fund Such representations, declarations, warranties and agreement shall survive the date of Closing and shall be deemed to be reaffirmed by the Undersigned at each time that the Undersigned makes an additional Capital Contribution to the Fund The act of making any such additional Capital Conuibuticn shall be evidence of such reaffirmation (A) The Undersigned MI not sell or otherwise transfer the Interest without registration under the Securities Act, or an exemption therefrom. The Undersigned is as& by the Undersigned --ITAXICTVF1 purposes only and not with a view toward distributing or reselling such interests in whole or in part The Undersigned understands and agrees that he, she or it must bear the economic risk of his, her a its investment for an indefinite period of time ;subject to limited rights of transfer provided in the Fund Agreement: because, among other reasons, the Interest has not been registered under the Securities Act or under the securities laws of certan states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is so registered or an exemption from registration is available. The Undersigned understands that the Fund is under no obligation to register the Merest on his. her or its behalf a to assist him, her a it in complying with any exemption from registration under the Securities Act. He, she or it also understands that sales or transfers of the Interest are further restricted by the Fund Agreement and state securities laws. (Ell The Undersigned has not reproduced. duplicated or delivered in whole or in part, and wit not reproduce, duplicate or deliver in whole a in part, the Memorandum, the Fund Agreement a this Investor Application Form to any other persOn or entity, except to the Undersigned's professional advisers or as expressly instructed or permitted by UBSFA (C) The Undersigned has received, carefully read and understands the Fund Agreement and the Memorandum, including, without limitation, the sections of the Memorandum entitled 'Risk Factors' and 'Potential Conflicts of interest' and the sections or provisions outlining, among other things, the organization and investment objective and policies of, and the risks and expenses of an investment in. the Fund. The Undersigned acknowledges that in making a decision to subscribe for an Interest. the Undersigned has relied solely upon the Memorandum, the Fund Agreement and independent investigations made by the Undersigned The Undersigned's investment in the Fund is consistent with the investment purposes, objectives. and cash-flow requirements and need for diversification and liquidity of the Undersigned The aggregate amount of all investments of the Undersigned that ate liquid (including commitments fa any such investments and taking into account his, her or its investment in the Fund) is reasoned, in relation to the Undersigned's net worth :0: The Undersigned has been provided an opportunity to obtain any additional information concerning the offering of the Interests, the Fund and all other information, in each case to the extent the Fund and UBSFA, or the Placement Agent, possesses such information or can acquire it without unreasonable effort or expense, and has been given the opportunity to ask questions of, and receive ansysers from. UBSFA concerning the terms and conditions of the offering and other matters pertaning to this investment In making his, her or its decision to purchase the interest the Undersigned has relied solely upon his, her or its own independent investigations The Undersigned is not relying on the Fund. UBSFA or the Placement Agent, a any other person or entity with respect to the legal, tax and other economic considerations invoNed in his, her or its investment in the Fund The Undersigned understands and acknowledges that the Undersigned must bear the economic risk of his, her or its investment in the Fund for so long as he, she or it is invested in the Fund. The Undersigned is aware of the limited provisions for transferability. The Undersigned has no current need for iquidity in his, her a it investment in the Fund, can afford a complete loss of his, her or its investment in the Fund and can afford to hold his, her or its Interest for an indefinite period of time. ;F: The Undersigned acknowledges that (i) The offering and sale of the Interest has not been and MI not be registered under the Securities Act, and is being made in reliance upon U.S. federal and state exemptions for transactions not involving a public offering, and the Undersigned is an 'accredited investor (a defined in RegulatiOn 0); (ii) The Fund will not be registered as an vestment company under the Investment Company Act, and the Undersigned is a 'qualified purchaser' la defined under Section 2faXS1) of the Investment Company Act The Undersigned represent that. unless otherwise disclosed to UBSFA. he, she or it was not formed for the purpose of investing in the Fund and will not invest more than 40% of his, her or its total assets in the Fund. If the Investor was formed for the purpose of investing in the Fund, or mote than 40% of its asset will be invested in the Fund. the Undersigned represents that each benef dal owner of the Investor is a "qualified purchaser-, liii) Neither the US. Securities and Exchange Commission, the CRC, nor the securities commission or other agency of any state a other jurisdiction has reviewed. approved or passed upon the merits of this offering, the Interest or the Memorandum: CM The Member Designee, in the case of a member, managed fund, or UBSFA in the case of a non- member-managed fund, with respect to the Fund, is registered as a 'commodity pool operator' with the CFTC The Fund is exempt from registration pursuant to the exemption under either CFTC Rule 4.13(a)(3:, the de minimus vempten. or Rule 4.7. the lite touch exemption, for privately-offered commodity pods whose participant are limited to certain highly sophisticated investors and non-U S persons The Member Designee or UBSFA, as appropriate, is required to repeat certain information with the CFTC on C PO-POR annually The Fund may operate as an exempt commodity pool pursuant to the CFTC exemptions set forth above with respect to commodity pools offered and sold sorely to (a; natural persons who are -qualified eligible persons' under CFTC Rule 4.70.2). including, among others. "qualified purchasers? and Jo) non-natural persons who are either "qualified eligible persons" under CFTC Rule 4.7, including 'qualified purchasers? or 'accredited investors,' Sr: The Undersigned is either a natural person who is a 'qualified eligible person' under CFTC Rule 4 7(a):2;, including, among others, 'qualified purchasers? or a nonnatural person who is either (1) a 'qualified eligible penal' under CRC Rule 4.7, including 'qualified purchasers,' or an 'accredited investor,' or (2) not required to be a member of the National Futures Association or be registered with the CFTC under certain CFTC no-action letters, and ivi) (a) Certain of the Fund's direct or indirect investment may be PFICs ander CFCs for U.S. federal income tax purposes; (b. in connection with such investment, venous "anti-deferral" provisions of the Code could potentially cause the Undersigned to recognize taxable income price to the Fund's or the Undersigned's receipt of distributable proceeds, pay an interest charge on receipt that are deemed as having been deferred, ander recognize ordinary income that, but for the 'anti4eferral' provisions, would have been treated as capital gain. and :cl special U S federal income tax reporting requirements and other rules may apply to direct and indirect investments on PC ICs and CFCs The Undersigned represents and warrant that he, she or it is familiar with and accepts all possible U S tax consequences to itself, and. if the Investor is a tar-exempt trust, to such Mattes beneficiaries, of a direct a indirect investment in a CK or PFIC under the provisions of the Code (including any excise taxes that may apply if the investor is a private foundation and special rules that may be applicable to beneficiaries of charitable remainder trusts', and he. she or it is not relying on the Fund, UBSFA, the Placement Agent, or any of ter respective affiliates, employees or officers, for U.S tax advice of any kind whatsoever in this or any other regard. The Undersigned acknowledges that an investment in the Fund may have the effect of requiring the Undersigned to file income or other tax returns in juriscictions (including non-U S jurisdictions) in which the Fund or an Investment Fund Private and Confidential 15 CONFIDENTIAL UBSTERRAMAR00001152 EFTA00236807 Subscription Agreement (continued) owns property or conducts or is deemed to conduct business. The Funds K-ls most likely will rot be available poor to Apra 15 and, accordingly, the Undersigned will likey need to obtain extensions for the fling of his, her or its own tax return if the Undersigned is an IRA, a qualified retirement plan or other tax-exempt entity, rt ado wInlyes and understands that the Fund and an Investment Fund are permitted to make investments that will generate U811. To the extent that any such investments generate UBTI, such U1111 would flow through to the Undersigned and the Undersigned may be required to make payments, including estimated payment, and file an income tax return for any taxable year in which it has UEITI To file an income tax return, it may be necessary lot an IRA, a qualified retirement plan or other tax-exempt entity to obtain an employer identification number Since the Fund and any Investment Fund are not required to avoid creating VDT. tax-exempt investors may recognize a significant amount of UB11 as a result of an investment in the Fund and. according''', are strongly urged to consult their own tax advisors regarding the advisability of an inestment n the Fund The Undersigned has had the opportunity to seek independent tax advice in connection with making this investment. Neither the Fund, the Placement Agent nor any of their affiliates provides tax advice in connection with this investmem The Undersigned a:knowledge% that the tax and regulatory summaries included in the Memorandum are of an ndicative nature only, do not constitute tax or regulatory advice and may or may not be relevant to the Undersigned's personal circumstances. (G) The Undersigned has such knowledge and experience in financial and business matters that the Undersigned is capable of evaluating the merit and risks of the Undersigned's investment in the Find arid is able to bear such risks, and has obtained, in the Undersigned's judgment sufficient information from the Fund or its authorized representatives to evaluate the merit and mks of such investment. The Undersigned has evaluated the risks of investing in the Fund, understands there are substantial risks of loss incidental to the purchase of an Interest, and has determined that the Interest is a suitable investment tithe Undersigned (H) The Undersigned is acquiring the Interest for his. her or its own account, for investment purposes only aid not with a view toward distributing or reselling the Interest in whale a in pat (I) The Undersigned understands that incentive Allocations may create an incentive for the manager of an Investment Fund, and UBSFA only if applicable as disclosed in the Memorandum, to make investments that are riskier or more speculative than would be the case n the absence of an Incentive Allocation. 0) If this investment is covered by an agreement under a UBS advisory program between UBS and the Undersigned, the Undersigned acknowledges that if the Undersigned chooses to exit such UBS advisory program, the Undersigned may be charged higher fees that are applicable to investors that are not subject to an advisory contract, may be requied to redeem out of the advisory share class or may be required to switch into a non-advisory share class. Such actions may result in tax consequences and other penalties, and the Undersigned should consult his tax advisor on this and other matters before making an investment in the Fund (KI The Undersigned understands that by investing in the Fund, the investor will bear his, her or its proportionate share of expenses and lees as an mentor in the Fund and, indirectly, similar fees, expenses and the Incentive Allocation of any kwestrnem Fund, only where applicable (LA Except as disclosed in the Investor Application Form, the Undersigned is not a "Benefit Man Investor" (as such term is defined in the Plan Asset (i4'evitl it plans' Bas defined in Section 33) of ERISA) that are subject to the fiduciary responsibility provisions of ERISA, (a) 'plans' (as defined in Section 4975:e) 1: of the Code) that are subject to Section 4975 of the Code (including an IRA or Keogh Flank and Iiil entities that would be deemed (under the Plan Asset Rules) to be hating the asset of such an -employee benefit plan" or liar for purposes of ERISA or Section 4975 of the Code) If the Undersigned has represented in the Investor Application tom% that it is not and wit not be a Benefit Plan Investor, and thereafter the Undersigned becomes a Benefit Plan Investor, then, without limiting the remedies against the Undersigned for its breach, the Undersigned shall immediately notify the Fund in writing as to what percentage of its assets constitute 'plan assets" under the Plan Assets Rules. Thereafter, the Undersigned shall immediately notify the Fund in writing upon any change in the percentage of its assets that constitute "plan assets- under the Plan Assets Rules AL If the Undersigned is a Benefit Man Investor, then the Undersigned ,:and the fiduciary executing this Subscription Agreement on behalf of the Undersigned! represent and warrant to the Fund that :i) it has been informed of and understands the investment objectives and policies of, and the investment strategies that may be pursued by, the Fund, (ii) it is aware of the risks associated with an investment in the Fund and the fact that the Undersigned will be unable to redeem its Interest and that the Find may compulsorily redeem interests at certain times and under certain conditions as set forth in the Memorandum; (1) if applicable. it is aware of the provisions of Section 404 of ERISA relating to fiduciary duties, including the requirement for diversifying the investments of a Benefit Plan Investor; :W. it has given appropriate consideration to the facts and circumstances relevant to an investment in the Fund and has determined that such investment is reasonably designed, as part of the Undersigned's portfolio of wwestments, to further the purposes of the Undersigned. (v: it acquisition of the Interests is not a non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code, or prohibited under any other similar law to which the Undersigned may be subject, (vi) its investment in the Fund is permissible under any and all documents, laws, rules, regulations and/or policies governing the investment of its assets and under ERISA. :vii: it is independent of the Fund, U8SFA. the Placement Agent, and any of their affiliates, (viii) it is not retying and has not relied on the Fund, UBSFA. the Placement Agent, or any affiliate of any of the foregoing for any evaluation or other investment advice in respect of the advisability of an investment in the Fund in light of the Undersigned's assets, cash needs, irwestrnent policies or strategy, overall portfolio composition or plan for diversification of assets, and fix; if U8S Fiduciary Trust Company is the corporate trustee of the Undersigned, the fiduciary has directed U8S Fiduciary Trust Company to execute this Subscription Agreement and that all of the representations and covenants made hereunder by the Undersigned apply solely to the fiduciary and the Undersigned and not to UBS Fiduciary Trust Company (N) If the Undersigned is an 'employee benefit Par (at defined in Section 313) of ERISA) that is not subject to the fiduciary responsibility provisions of ERISA, or a "plan" (a defined in Section 4975(ex i) of the Codel L that is not subject to Section 4975 of the Code, then the undersigned :and the fiduciary executing this SubscriMon Agreement on behalf of the Undersigned) represent and warrant to the Fund that Ii) it has been informed of and understands the investment m objectives and policies of. and the investment strategies that may be pursued by. the Fund; (al it is aware of the risks associated with an investment in the Fund and the fact that the Undersigned will be unable to redeem its Interest and that the Fund may repurchase Interests at certain times and under certain conditions as set forth in the Memorandum, it has given appropriate consideration to the facts and circumstances relevant to an investment in the Fund and has determined that such investment is reasonably designed, as part of the Undersigned's portfolio of investments, to further the purposes of the Undersigned. (iv) its acquisition of the Interests WI not result in a prohibited transaction under any federal, state a local lam that is substantially similar to Section 406 of ERISA. or Section 4975 of the Code for which an exemption is not available, (v) its investment in the Fund is permissible under any and all document, laws, rules, regulations andror policies governing the investment of its asset, Nil it is independent of the Fund, UBSFA. the Placement Agent, and any of their affiliates. &El it is not relying and has not relied on the Fund, UBSFA. the Placement Agent, or any affiliate of any of the foregoing for any evaluation or other investment advice in respect of the advisability of an investment in the Fund in light of the Undersigned's assets, cash needs, investment policies or strategy. overall portfolio composition or plan for diversification of assets, and (viii) if UBS Fiduciary Trust Company is the corporate trustee of the Undersigned, the fiduciary has directed UBS Fiduciary Trust Company to execute this Subscription Agreement and that all of the representations and covenant made hereunder by the Undersigned apply solely to the fiduciary and the Undersigned and not to UBS Fiduciary Trust Company. (0) The Undersigned understands that Ii) If the Fund is newsy formed, it has a Ignited financial and operating history; (ii) No federal or state agency has passed upon the Interests or made any findings or determination as to the fairness of this investment. fill The representations, warranties, agreements. undertakings and acknowledgments made by the Undersigned in this Subscription Agreement wit be relied upon by the Fund. UBSFA and the Placement Agent in determining the Undersigned's suitability as a purchaser of an Interest and the Fund's compliance with federal and state secuntes laves. and shall survive the Undersigned's admission as an Investor. (iv) A Placement Fee of 2% of the Capital Contnbution will be charged if the Undersigned invests through a brokerage account, subject to waiver by the Placement Agent in knited circumstances. and that the Placement Fee is in addition to, and will not reduce, the Undersigned's Capital Contribution, (v) The Placement Agent's Financial Advisors receive compensation from the Placement Agent, including compensation based upon assets under management and/ot the Find's investment performance, and a portion of the Placement Fee, if applicable; (i4) If the Fund is a master-feeder structure, then the information contained in the Memorandum relating to the Investment Fund and its sponsor was obtained by the Fund from certain materials furnished by the Private and Confidential CONFIDENTIAL UBSTERRAMAR00001153 EFTA00236808 Subscription Agreement (continued) Investment Fund and its sponsor. None of the Placement Agent, UBSFA or the Fund participated in the preparation thereof, and none of them makes any representations regarding, and each of them expressly declaims any liability or responsibility to any Investor in the Fund for, such information or any other information relating to the Investment Fund set lath in the Memorandum The Undersigned is not being offered an interest in an Investment Fund, will not be an investor in an investment Fund, will have no direct interest in an insestment Fund, will have no voting rights in an Investment Fund and MI have no standing or recourse against an Investment fund, its affiliates or general partner. nwstment advisers. officers, directors, employees, partners or members. No Investment Fund, or such Investment Fund's sponsor, is responsible for the formation or operation of the Fund; (vii) The Fund, UBSFA and the Placement Agent have no right to participate in the control. management or operations of any Investment Fund and have no discretion over the investment made by any Investment Fund, and (viii) For so long as he, she or it is invested in the Fund, and unless otherwise waived by UBSFA, the Undersigned must maintain a brokerage account with an affiliate of UBSFA designated by UBSFA. IP) The Undersigned has all requisite power, authority and capacity to acquire and hold the Interest and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Undersigned in connection with the Undersigned's subs/spear for the Interest, including this Subscription Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Undersigned, any law. regulation or order, a any agreement to which the Undersigned is or by which the Undersigned may be bound. If the Undersigned is en entity, the person executing and delivering each of such instrument on behalf of the Undersigned has all requisite power. authority and capacity to execute and deliver such instruments and, WOO request by the Fund a USSFA, will furnish to the Fund a true and correct caw of any formation documents of the Undersigned, including all amendments thereto. (Q) Al information that the Undersigned has provided to the Fund, UBSFA or the Placement Agent concerning the Undersigned, the Undersigned's status, financial position, knowledge and experience of financial, tax and business matters a, in the Ca* of an Undersigned that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity. is correct and complete as of the date set forth herein (R) To ensure compliance with requirements imposed by the U.S. Treasury Department in Circular 230, the Undersigned is hereby informed that. and acknowledges, that: 6) any tax advice contained herein, in the Investor Application Form or in the Memorandum is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Code; 6) the advice is written to support the promotion or marketing of the transactions or matters addressed in the Memorandum; and (ii) each Investor and potential Investor in the Fund should seek advice based on his, her or its particular circumstances from an independent tax advisor. :S: The undersigned understands that the tar consequences of an investment in the Fund depend upon the individual circumstances of the Undersigned The Undersigned further understands rice that the Code or the '-gNfturevsEt non-U.S. tax laws veil not be amended or applied in such a manner as to deprive the Undersigned of some or all of the tax benefit which he, she or it might otherwise expect to receive from his, her or it investment in the Fund (1) Notwithstanding any other statement in this Subscription Agreement, the Fund Parties authorize the Undersigned and the Undersigned's employees. representatives or other agent, from and after the commencement of any discussions with any such party, to disclose to any and all persons without limitation of any kind the tax treatment and tax structure of the Fund and any transaction entered into by the Fund and all materials of any kind :including opinions or other tax analyses) relating to such tat treatment a tax structure that are provided to the Undersigned, insofar as such treatment anclitir structure relates to a U 5 federal or state income or franchise tax strategy provided to the Undersigned by the Fund Parties, except for any information identifying the Fund Parties, any other Invests, or (except to the extent relevant to such tax structure a tax treatment) any nonpublic commercial or financial information. (U) The Undersigned agrees that, at its discretion, the Fund or UBSFA may (directly a through a service provider) provide to the Undersigned (or the Undersigned's designated agents) statements, reports and other communications relating to the Fund and/or the Undersigned's investment in the Fund in electronic form, such as e-mail and/or password protected account viewing on the Fund's web site, in lieu of or in addition to sending such communication as hard copies via fax or mad Please note that emil messages are not secure and may contain computer viruses or other detects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient The Fund and UBSFA make no warranties in relation to these matters Please note that the Fund and UBSFA reserve the right to intercept, monitor and retain e- mad messages to and from their systems as permitted by applicable law. If the Undersigned has any doubts about the authenticity of an email pupate* sent by the Fund or UBSFA (directly or through a service provider), the Undersigned is recaired to contact the purported sender immediately (V) the Undersigned is not now and will not be (i) classified as a partnership or an entity disregarded from its beneficial owner for federal income tax purposes, flit a 'grantor bust,' any portion of which is treated a owned by the wantons) or other person's) under Sections 671-679 of the Code, or (iii) '5 caper/hen' within the meaning of section 1361(a) of the Code, or, if the Undersigned is such an entity, then (a) none of the Undersigned's (direct or indrecti beneficial owners will have on the date of the Undersigned's admission or thereafter substantially all of the value of their direct a indirect interest in the Undersigned attributable to the Undersigned's interest in the Fund and (b) satisfaction of the 100-partner limitation described in Treasury Regulations St 7704-RW111i) is not a prev:ipal purpose of the use of this tiered ar angement 'NJ Except as otherwise permitted by UBSFA in writing, the Undersigned agrees to keep confidential, and not reproduce, disclose or distribute, any information relating to the Fund, in whole or in pal. including without imitation information disclosed to Investor by its Financial Advisor or (b) use any such information for its own purposes or its own account, except in connection with its investment in the Fund and except a otherwise required by any regulatory authority, law or regulation, or by legal process. Notwithstanding the foregoing or anything else in the Subscription Agreement to the contrary, the Investor :and each employee. representative, or other agent of the irnestor may disclose to any and all persons, without limitation of any Lind, the federal income tax treatment and tax structure of :i: the Fund and Iii) any of its transactions, and all materials of any kind bincludrg opinions or other tax analyses: that are provided to the Investor relating to such tax treatment and tax structure III. INDEMNIFICATION; POWER OP ATTORNEY; GENERAL (Al The Undersigned agrees to indemnify and hold harness the Fund, UEISFA, each officer of the Fund, the Placement Agent, and each of their affiliates. employees and officers and each other person, if any, who controls, is controlled by. or is under common control with, any of the foregoing, within the meaning of Section 15 of the Securities Act. against any and al loss. liability, claim. damage and expense whatsoever (including al expenses reasonably incurred in investigating, preparing or defending against any <lain whatsoever) arising out of or based upon U) any false representation or warranty made by the Undersigned. or breach or failure by the Undersigned to comply with any covenant or agreement made by the Undersigned, in this Subscription Agreement or in any other document furnished by the Undersigned to any of the foregoing in connector, with this transaction or the inaccuracy of any information provided by the investor, whether in this Investor Application Form or otherwise, or ',ill any action for securities law violations instituted by the Undersigned which is finally resolved by judgment not to have resulted from the gross negligence or willful misconduct of any of the foregoing persons 18) The Undersigned hereby appoints UBSFA as his, her or its true and lawful representative and attorney- in-fact, in his, her or its name, place and stead to make, execute, sign, acknowledge, swear to and file li) Any certificate, business certificate, fictitious name certificate, or amendment thereto, a other instrument a document of any kind necessary or desirable to accomplish the business, purpose and objective of the Fund, or rewired by any applicable federal, state. local or foreign law. (i) The Fund Agreement on behalf of the Undersigned and any amendment duly approved as provided therein; and liil Any and all instruments, certificates and other documents which may be deemed necessary or desirable to effect the wincing-up and termination of the Fund. This power of attorney is irrevocable, is coupled with an interest sufficient in law to support an irevocatae power of attorney and is deemed to be given to secure a proprietary interest of the donee of the power or performance of an obSgabon owed to the donee, and shall survive and shall not be affected by the subsequent death, disability, incompetency, termination. bankruptcy, insolvency or dissolution of the Undersigned. provided, however, that this power of attorney will terminate upon the substitution of another Investor for all of the Undersigned's investment in the Fund a upon the withdrawal of the Undersigned. The Undersigned hereby waives any and all defenses which may be available to contest, negate or disaffirm the actions of UBSFA taken in good faith under such power of attorney. (CI If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such applicable len Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent, the provisions hereof shall be severable. ID) the Undersigned has reviewed the registration requirements of the Commodity Exchange Act, the CFTC and the National Futures Association applicable to commodity pool operators and commodity trading advisors and has determined that the Undersigned is in compliance with such requirements is respect of its purchase of the Interest hereunder and all other relevant activities. Private and Confidential 17 CONFIDENTIAL UBSTERRAMAR00001154 EFTA00236809 Subscription Agreement (continued) IV. TRUSTEE, AGENT, REPRESENTATNE OR NOMINEE If the Undersigned is acting as trustee, agent, representative or nominee for, or MI enter into a Swap with a Third Party. the Undersigned will notify the Fund that he, she or it is acting in such capacity aid the Undersigned understands and acknowledges that the representations, ware nties and agreements made herein are made by the Undersigned :A: with respect to the Undersigned and (B) with respect to the Third Party. The Undersigned further represents and warrant that he. she or it has all requisite power and authority from said Third Party to execute and perform the obligations under this Subscription Agreement and (ii) with respect to a Third Party entering into a Swap fa. the Third Party is authorized under its constituent documents and applicable law to enter into the Swap and would also be so authorized to invest directly in the Fund, the Third Party has received and renewed a copy of the Memorandum and the Fund Agreement. (c; the Third Party acknowledges that the Fund and it affiliates are not responsible for the legality, suitability or tax consequences of the Swap and that the Undersigned is not as agent of the Fund, and 4 the Third Party is an 'eligible contract participant- under the CFTC rules, an 'accredited investor' under Regulation D and a 'qualified purchaser' as defined under Section 2;051) of the investment Company Act The Undersigned agrees to indemnify the Fund, UBSFA. the Placement Agent, and each of their affiliates, and their officers and agent for any and all losses, liabilities, claims. damages, costs. fees and expenses (including legal fees and disbursements: arising in connection with, relating to or resulting from the Undersigned's entry into the Swap (including such losses. liabilities. claims, damages. costs. fees and expenses arising in connection with, relatng to or resulting from the Undersigned's or the Third Party's misrepresentation or misstatement contained herein, or the Undersigned's lack of proper authorization from the Third Party to enter into this Subscription Agreement or perform the obligations hereunder. Nothing herein constitutes an agreement or statement by the Fund or Placement Agent to the Investor's entry into the Swap, as to the legality of a Swap or the suitability of a Swap for the Undersigned or the Third Party V. ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS The Fund may request from the undersigned such aditional information as it may deem necessary to evaluate the eligibility of the Undersigned to acquire an Interest. and may request from time to time such information as it may deem necessary to determine the eligiblity of the Undersigned to hold at Interest or to enable UBSFA to determine the Fund's compliance with applicable regulatory requirements or it tar status. and the Undersigned agrees to provide such Mf0111140011 AS may reasonably be requested. The Undersigned agrees to notify the Fund promptly should there be any change in arty of the foregoing information VI. GOVERNING LAW AND DISPUTE RESOLUTION This Investor Applkation shall be governed by, and construed in accordance with, the laws of the State of New York. The Parties hereby agree that the Parties shall submit all controversies arising among them in connection with the Fund or its businesses or concerning any transaction, dispute or the construction, performance or breach of this or any other agreement, whether entered into prior to, on or subsequent to the date hereof to arbitration in accordance with the provisions set forth below and understand that arbitration is final and binding on the Parties. Except with respect to seeking injunctive relief. the Parties are waiving their rights to seek pentodes in court, including the right to jury ry grnereffy is -torn limited than and different from court proceedings. The arbitrator's award is not required to include factual findings or legal reasoning, and a Party's right to appeal or to seek modification of rulings by arbitrators is strictly limited. A panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Controversies shall be determined by arbitration before, and only before, an arbitration panel convened by the NYSE and IqNRA. The Parties may also select any other national securities exchange's arbitration forum upon which UBSFA is legally required to arbitrate the controversy. Such arbitration shall be governed by the rules of the organization convening the panel. Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court having jurisdiction of the Party or Parties against whom such award is rendered. Each Party agrees that the determination of the arbitrators shall be binding and conclusive upon them. No Party shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against arty Party who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action unless and until: (A) the class certification is denied: or (B) the class is decertified; or (C) the Party is excluded from the class by the court. The forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Subscription Agreement except to the extent stated herein. VII. MISCELLANEOUS All information in this Subscription Agreement wit be treated confidentially by the Fund, UBSFA and the Placement Agent However, the Rind. UBSFA or the Placement Agent may present this Subscription Agreement and the information provided herein to such parties as deemed advisable if IA; called upon to establish that the offer and sale of the Interest is exempt from registration under applicable law or (B) the information is required to be disclosed by the Fund by law or regulation or is relevant to an issue in any action, suit or proceeding to which the Raid, UBSFA, the Placement Agent or their affiliates is a party or by which they are or may be bound In addition, the Fund may share information deserted above with its affiliates for business purposes, such as to facilitate the servicing of accounts The Fund may share the information descnbed above for business purposes with a non-affiliated Third Party if the entity is under contract to perform transaction processing, servicing or maintaining Investor accounts on behalf of the Fund. This Subscription Agreement may be executed through the use of separate signature pages or in my number of counterpart Each counterpart shall, for all purposes, constitute one agreement bincing on at the Parties, notwithstanding that all Parties do not execute the sane counterpart Memorandum was derived by UBSFA from the Private Placement Memorandum of an Investment Fund and presided for informational prams only Neither UBSFA nor its etiolates participated in the preparation of the Private Placement Memorandum of the Investment Fund nor have they independently verified the contents thereof, and they make no representations or warranties :express or implied; regarding. or otherwise haw or accept any responsibility for, the accuracy a completeness of the contents of the Private Placement Memorandum of the Investment Fund nor for any other statement made ce purported to be made by the Investment Fund or on its behalf UBSFA and its affiliates accordingly disclaim all or any liability whether arising in tort or contract that they might otherwise have in respect of the Private Placement Memorandum of the Investment Fund or any such statement. and bear no Nsponsibility to update any such information FurthermOre, the Irwestment Fund may amend its Private Placement Memorandum, however, subject to compliance by the Fund with applicable law, neither the Fund nor UBSFA that have any obligation to update the Memorandum. An Investment Fund and its affiliates do not endorse and make no reconvnendaticits of the Fund and make no representation regarding, and expressly disclaim any liability or responsibility to any recipient of the Memorandum or any information set forth herein No inwstment Fund is responsible for the formation or operation of the Fund. The past performance of an Investment Fund or the Fund is not indicative of future results of the Investment Fund or of the Fund and there can be no guarantee that either any investment Fund or the Fund will achieve comparable results There CIO be no assurance that an Investment Fund or the Fund will be able to implement its investment strategy or achieve its investment objectives 'NEW ISSUES' EXEMPTIONS (Not applicable to individual retirement accounts. individual or joint accounts, UGMA or UTMA accounts that are treated as natural persons for this purpose) 1. ;a: The Beneficial Interest of restricted persons does not exceed in the aggregate 10% of the Undersigned or if the Beneficial Interest of all restricted persons in the Undersigned exceeds in the aggregate 10% of the Undersigned but the Undersigned has implemented procedures to reduce the Beneficial Interest of all restricted persons with respect to new issues in the aggregate below 10%. (b1 The Beneficial Interest of 5131 Covered Persons does not exceed in the aggregate 25% of the Undersigned or the Beneficial Interest of all 5131 Covered Persons in the Undersigned exceeds in the aggregate 25% of the Undersigned but the Undersigned has implemented procedures to reduce the Beneficial Interest of all 5131 Covered Persons with respect to new issues in the aggregate below 25% 2 An investment company registered under the Investment Company Act 3 A ccrnmon trust fund that has investment from t000 or more accounts and does not knit interest in the fund pincipally to trust accounts of restricted persons_ 4 An insurance company general, separate or investment account provided that :a) the account is funded by premiums from 1000 or more policyholders or, if a general account, the insurance company has 1000 or more policy holders and the insurance company does not limit the policyholders whose perrikims are used to fund the account pnncipally to restricted persons, or if a general account the insurance company does not lirrit its policyholders principally to restricted persons 5 A publicly traded entity lather than a broker-dealer or an affiliate of a broker-dealer where such broker- dealer is authorized to engage in the pubic offenng of new issues either as a selling group member or underwriter that is listed on a national securities exchange, is traded on the NASDAQ National Market, or is a foreign issuer whose securities meet the quantitative designation criteria for listing on a national securities exchange or the NASDAQ National Market 6 An investment company organized under the laws of a foreign jurisdiction provided that the investment company is listed on a foreign exchange or authorized for sale to the pubic by a foreign regulatory authority and that no person *wrung 5 percent or more of the investment corn pay is a restricted person 7 An ERISA benefits pan that is qualified under Section 401(a) of the Code, provided that such plan is not sponsored solely by a broker dealer 8. A state or municipal grnemment benefits plan that is subject to state and/or municipal regulation ST A tax-exempt charitable organization under Section 501:c):3) of the Code 10 A church pken under Section 4141e, of the Code Private and Confidential CONFIDENTIAL UBSTERRAMAR00001155 EFTA00236810 Schedule 2 Defined Terms Used Herein 3(0(1) or 3W(/) Company Agreements Beneficial Interest CAI and CAI Statement Capital Contribution CFC CFTC Closing Code Collective Investment Account Control Securities Covered Broker Dealer Covered Non-Public Company FRISA An entity that is accepted from the definition of an 'investment company' under the Investment Company Act mrsuant to Section 310:1) cc 3C:(7i thereof This Massy Application Form, induding the Subscription Agreement and the Funts Amended and Restated Limited Liability Company Agreement Any is itterest such a the right so share gains and losses This does not include the receipt of a management or performance fee for operating a Collective Investment Account or other lees for acting in a fiduciary capacity. Client Account Information A capital contnbution in the Fund (subscription amount. A controlled foreign corporation. a defined in Section Financial Advisor FINRA Fund Agreement Fund Bartitt Government Entity 957 of the Code Grantor The Comrnodty Futures Trading Commission Immediate Family Member Each date upon which UBSFA accept new a l eased incentive Allocations Carnal Comnbtroons The 'sternal Revenue Code of 1986, as emended Any hedge lund. investment partnership. investment corporation or any other collective investment whide that is engaged primarily n the purchase and or sale of securities A collective investment «Caul( does not include a family investment vehicle (i.e., a legal entry that is beneficially aimed solely by Immediate fame, members. or an investment club Cie, a group of friends, neighbors, business associates. a others that pool their money to invest In stock or other securities and are cola-tray responsible foe making 'west:hint decisions. Securities of issuers contrakd by the Investor A broker or dealer Other than a Limited 8u1ACS1 Broker-Dealer Any company !other than a Public Company- satisfying any of the following three Criteria' rt. income of at least S1 mean in the last fiscal yea, or in two of the last three fiscal years aid shareholders' equity of at least Si 5 million, or sharehidders' cowryof at least 530 million and a mo year operating history. o'.31 total assets and total revenue of at least $75 million in the latest fiscal year or in two of the last three fiscal wars The Employee Retirement Income Security Act of 1974. as amended. and the rules and regulations thereunder -MAXWELL test IfIVOStffirft AdSaes Act Irrvestinent Company Mt Investment Banking Services Investment Fund Investor Financial achwa to the Undersigned The Financial Industry Regulatory Authority. Yte The fund'sAmended and Restated Limited Liability Company Agreement. as the same may be amended from time to time UBSFA and its advises, members, officers directors employees and principals Any state or political subdivision of a state, including any agency, authority. a mstrurnentaliry of the staten political subdivision: a pod of asset sponsored a established by the state or political subdivision or any agency authority or instrumentality thereof. intkiding. but not limited to a "defined benefit plan' as defined in section 414(.0 of the Code (26 U.S C 414 ij or a state general fund:lip/an or program of a government entity: and officers. agents, or empioyees of the state or political subdasion or any agency, authority or instrumentakty thereof acting in dieir offeial capacity The person who establishes the mot and contributes to such trust An ndniduars parents mother-in-taw or father-in-lay, spouse. brother or sister. brotheresaaw or sister-in-law. son-in-law or daughter-in-law and children and any Other person to whom to individual provides material support acentric-based compensation paid with respect to the Fund 'only to the extent disclosed in the Memorandum! or an Investment Fund. as applicable An interest tithe Fund Investment Agnsers Act of 1940 amended Investment Company Act of 1940. a amended Includes, without Imitation, acting as en underwrite. participating in a seeing group in an offering for the mute or otherwise acting in furtherance of a public offering of the issuer. acting as a financial adeser in a merger. acquisition or other corporate reorg arwation, Frowning venture capital, equity lines of credit. private investment public equity transactions Riffs of similar investments a otherwise acting in furtherance of a pnvate offering of the issuer. or sewing as placement agent for the issuer An unregistered irreestment whack in which the Fund may invest either m a lund of funds or masten feeder structure An investor in the fund Private and Confidential CONFIDENTIAL UBSTERRAMAR00001156 EFTA00236811 Schedule 2 (continued) Investor Application and The application for an Interest In the Find included in Private Fund investor Application Form this Booklet IRA Limited Business Broker. Dealer Material Support Member Designee Memorandum NYSE Pa rues Payment PFIC Placement Agent Placement Agent's Financial Advisor Placement Fee Plan Assets Rules Pre-April 30 Holder AdMdual retirement mount Any broker.dealer whose authorization to engage in the securities business is limited :defy to the purchase and sale of investment company variable contracts 'counties and drect participation program securities Dire* or indirectly providing more than 25%0l a person's income in the prior calendar year An ndMdual is deemed to provide matenal support to an tnmediate Family Member Imng in the same household UEISFA. a *Qualfied Replacement' a the members of the Fund soling by a masety in titer's; in each case as set forth in the Fund Agreement Conkdentaal Offering Memorandum of the Fund. as the same may be updated. supplemented a modified from time to time The New Yost Stock Exchange, Inc The Undersigned. UBSFA. the Placement Agent and the Fund Payment n good funds for an Interest Passive foreign investment company, as defied in Section 1297 of the Code UBS financial Services Inc. Public Company Regulation Securities Act Securities Exchange Act Settlor Small Business Investment Act Subscription Agreement Subscription Booklet Swap Third Party financial advisee employed by the Placement Agent U85% A fee charged by the Placement Agee of 2% of the Capital Contribution in connection %eh an investment in the Fund, subject to wear by the Placement Agent USTI in Waited circumstances Die Placement Fee when charged is in addition to your Capital Contribution. The plan assets regulation set forth by the Department of Labor it the U.S. Coded Federal Regulations a 29 C.F.R. 5 251a 3-101. as amended. together with Section 3:4Z of ERMA A direct 'beneficial owner' of a Section 3:O1) or 3(O7) Company that has held an interest in the Undersigned on or before Apse TO. 1996 O2012 UBS Financial Services Inc All Rights Reserved Member SIPC 110106-2698-001 UBS financial Services Inc. is a subsidiary of U85 AG. MAXWELL Undersigned A find exempt from registration pursuant to Section POI) or 3.c i:7iof the Investment Company Act Ary company that is registered seder Section 12 of the Securities Erdiarces Act or files periodic reports pursuer* to Section 15;c3 thereof Regulation D under the Securities Act Securities Act of 1933. as amended Securities Exchange Act of 1934. as amended The person who estabbslws the time and ccoffibures assets to such trust Sind business Wessman Act 01 1958 The subscription ageeement contained herein This wbscription booklet which includes the Investor Application Fears and the Subscription Agreement and all exhibits related thereto A swap. structured note a Other derivative marmot the ram from which is based in whole or in part on the return of the Fund A third party UBS Fund Advisor, LLC . or an fl ee theme in r capacity as irriestrna advise to the Fund or as administrator to the Fund, es disclosed is the Memorandum Unrested business taxable income, as defined in and within the mewing of Sections 511 to 514 of the Code The persons signing this Investoe Application Form Private and Confidential CONFIDENTIAL UBSTERRAMAR00001157 EFTA00236812