EFTA00237405.pdf

UBS Memorandum No.: AlphaKeys European Real Estate Opportunities Fund II, L.L.C. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001774 EFTA00237405 UBS Memorandum No.: AlphaKeys European Real Estate Opportunities Fund II, L.L.C. Important Information This Confidential Offering Memorandum and any amendments and supplements thereto (for the avoidance of doubt, excluding any appendices attached hereto, this "Memorandum") is being furnished to selected qualified investors on a confidential basis for their consideration in connection with the private offering of limited liability company interests (the "interests") in AlphaKeys European Real Estate Opportunities Fund II, L.L.C. (the "AlphaKevs Fund"). Prospective investors should read this Memorandum carefully before deciding whether to purchase Interests and should pay particular attention to the information set forth in "Section III. Risk Factors and Other Considerations" and "Section IV. Conflicts of Interest." The AlphaKeys Fund will invest substantially all of its capital in limited partner interests in Blackstone Real Estate Partners Europe V L.P., a Cayman Islands exempted limited partnership (the "Underlying Fund"). For a more detailed description of the Underlying Fund, see the Confidential Private Placement Memorandum of the Underlying Fund attached hereto as Appendix A (as amended, restated or supplemented from time to time, each as provided by Blackstone, collectively, the "Underlying Fund Memorandum"). Notwithstanding the foregoing or anything to the contrary herein, investors in the AlphaKeys Fund will not be limited partners in the Underlying Fund and an investment in the Interests is not an investment in the Underlying Fund. By its acceptance hereof, each recipient agrees that this Memorandum may not be reproduced or distributed to others (except to the recipient's professional advisors) without the prior written consent of the AlphaKeys Fund, and that the recipient and his or her professional advisors will keep permanently confidential all information contained in this Memorandum not already in the public domain and will use this Memorandum for the sole purpose of evaluating a possible investment in the AlphaKeys Fund. No person has been authorized to make any statement concerning the AlphaKeys Fund or the offering being made by this Memorandum, other than as set forth herein, and any such statements, if made, may not be relied upon. The AlphaKeys Fund is member-managed. UBS Fund Advisor, L.L.C., a Delaware limited liability company (the "Administrator") has been appointed as Administrator to the AlphaKeys Fund. Further, under the LLC Agreement (as defined below), the Members of the AlphaKeys Fund appoint UBS Fund Advisor, L.L.C. ("UBSFA") as Member Designee (as defined in the LLC Agreement). The Administrator is a direct, wholly owned subsidiary of UBS Americas, which, in turn, is a direct, wholly owned subsidiary of UBS AG (together with its affiliates, "UBS"). Prospective investors should not construe the contents of this Memorandum as legal, investment, tax or other advice. Prospective investors should conduct their own investigation and evaluation of the investment offered hereby. Each prospective investor should consult and rely on his or her own attorneys, business and tax advisors as to legal, business, tax and related matters concerning this offering and its suitability for such prospective investor. Each investor will be required to stipulate in his, her or its Investor Application (as defined below) relating to its investment in the AlphaKeys Fund that he, she, or it has not relied upon the AlphaKeys Fund, UBS Financial Services Inc., the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser or any of their affiliates, for tax or legal advice and that the investor has relied only on his, her or its own advisor for tax and legal advice. My losses by the AlphaKeys Fund will be borne solely by the Members (as defined below) and not by the Administrator, or its affiliates; therefore, UBSFA's and its affiliates' or subsidiaries' losses in the AlphaKeys Fund will be limited to losses attributable to the Interests in the AlphaKeys Fund held by UBSFA and its affiliates or subsidiaries in their capacity as members in the AlphaKeys Fund. An investment in the AlphaKeys Fund is speculative and involves significant risks and conflicts of interest. cc 'S,E.ction Ir. is: t 7Ctcr< zit Other Considerations" and "Section IV. Conflicts of Interest" below. Both CONFIDENTIAL UBSTERRAMAR00001775 EFTA00237406 the AlphaKeys Fund and the Underlying Fund are intended for long-term investors who can accept the significant risks associated with investing in illiquid assets. Accordingly, an investment in the AlphaKeys Fund should only be considered by persons who can afford a loss of their entire investment and Members should maintain sufficient liquid assets to meet capital call obligations and manage short-term and long- term cash needs. No assurance can be given that the investment objectives of the AlphaKeys Fund or the Underlying Fund will be achieved. Investors should understand the risks associated with an investment in the AlphaKeys Fund and have the financial ability and willingness to accept such risks for an indefinite period of time. Tax-exempt investors may recognize a significant amount of unrelated-business taxable income ("UBTI") as defined in Section 512 of the Internal Revenue Code of 1986, as amended (the "Code") as a result of an investment in the AlphaKeys Fund and, accordingly, are strongly urged to consult their own tax advisors regarding the advisability of an investment in the AlphaKeys Fund. See "Section V. Certain Material U.S. Federal Income Tax Considerations" below. The information contained in this Memorandum has been prepared by the AlphaKeys Fund. None of the Underlying Fund, the Underlying Fund General Partner or the Underlying Fund Adviser (each as defined in the "Introduction" below), or The Blackstone Group L.P. and/or its affiliates ("Blackstone") or their respective affiliates (i) has participated in the offering of interests of the AlphaKeys Fund or (ii) is responsible for such offering of interests of the AlphaKeys Fund, the operation of the AlphaKeys Fund or the contents of this Memorandum, the AlphaKeys Fund's governing documents, the AlphaKeys Fund's Investor Application (as defined below), related agreements and instruments or any accompanying sales documentation, each as amended or supplemented. Purchasers of the interests offered hereby will not be limited partners of the Underlying Fund, will have no voting rights or direct interest in the Underlying Fund and will have no standing or recourse against the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone, their respective affiliates or any of their respective general partners, investment advisers, officers, directors, employees, partners or members. Purchasers of the interests will not be parties to the operating documents of the Underlying Fund (as amended, restated or supplemented from time to time, the "Underlying Fund Operating Document") and, will not have any rights thereunder and may not bring a direct action on their own behalf against the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone, any of their respective affiliates or any of their respective general partners, investment advisors, officers, directors, employees, partners or members for any breach thereof. The interests offered hereby are interests in the AlphaKeys Fund, not the Underlying Fund, and the offering of interests in the AlphaKeys Fund does not constitute, and should not be considered, a direct or indirect offering of interests in the Underlying Fund. Although the AlphaKeys Fund is being established to invest in the Underlying Fund, it is not an affiliate of the Underlying Fund and will be administered solely by the Administrator or its affiliates. Potential purchasers of interests should note that none of the AlphaKeys Fund, the Administrator, UBS or any of their respective affiliates have the power to legally bind or commit the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone, or their respective affiliates. All statements in this Memorandum regarding the Underlying Fund and its terms, the Underlying Fund General Partner or the Underlying Fund Adviser are qualified in their entirety by reference to the Underlying Fund Memorandum, which is subject to change. The terms of the Underlying Fund may be subject to continuing negotiation with prospective investors who invest directly in the Underlying Fund and may be different from those summarized herein or provided in the materials referenced herein. A prospective investor should not invest unless it is able to sustain the loss of all or a significant portion of its investment. Offers of interests will be made only pursuant to this Memorandum. Offering literature in any form whatsoever employed in connection with the offering and sale of interests is subject to, and is superseded by, this Memorandum and, to the extent applicable with respect to any terms applicable to the Underlying ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001776 EFTA00237407 Fund, the Underlying Fund Operating Document. In the event of any conflict between this Memorandum or the Underlying Fund Operating Document, on the one hand, and any other offering literature, on the other hand, this Memorandum (or with respect to any terms applicable to the Underlying Fund, the Underlying Fund Operating Document) shall control. No person has been authorized to give any information or to make any representation other than those contained in this Memorandum, and, if given or made, such information should not be relied upon as having been authorized by the AlphaKeys Fund, the Member Designee, the Administrator, the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser or any of their respective affiliates. The information regarding the AlphaKeys Fund and the Underlying Fund contained herein is provided on a confidential basis and by accepting delivery of this Memorandum and the Underlying Fund Memorandum attached hereto, the recipient agrees to keep such information confidential and to use it solely for the purpose of evaluating an investment in the AlphaKeys Fund. Notwithstanding anything else in this Memorandum to the contrary, the Members may disclose to any and all persons, without limitation of any kind, information regarding the tax treatment, tax structure and tax strategies of the AlphaKeys Fund, the offering of its interests and its transactions all within the meaning of U.S. Treasury Regulation § 1.6011- 4(b)(3). For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or other identifying information regarding, the participants in this offering, or of any information or the portion of any materials not relevant to the tax treatment, tax structure or tax strategies of the offering. Certain information contained in this Memorandum relating to Blackstone, the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser and their affiliates has been derived by UBS Financial Services Inc. from materials furnished on behalf of the Underlying Fund. Such information (a) has not been independently verified by the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates and (b) does not necessarily reflect the views or opinions of UBS. Moreover, none of the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates has the right to participate in the control, management or operations of the Underlying Fund, nor has any discretion over the management of the Underlying Fund. None of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser or any of their respective affiliates make any representation or warranty (whether express or implied) regarding, and expressly disclaims any liability or responsibility for the fairness, correctness, accuracy, reasonableness or completeness of any of the information set forth herein other than with respect to the Underlying Fund Memorandum. None of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser or any of their respective affiliates are responsible for the formation or operation of the AlphaKeys Fund. None of Blackstone, the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund's investment advisor, agents or affiliates nor any of their respective officers, directors, employees, partners or members are affiliates of the AlphaKeys Fund, the Member Designee or the Administrator or have endorsed or make any recommendations of the AlphaKeys Fund. Descriptions of any rights, benefits and effects described in the Underlying Fund Memorandum will inure to the benefit of, and/or apply to, the AlphaKeys Fund as a whole and not to the Members in the AlphaKeys Fund. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, legal and contractual restrictions, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the valuations used in the prior performance data contained in the Underlying Fund Memorandum are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from the returns CONFIDENTIAL UBSTERRAMAR00001777 EFTA00237408 indicated therein. In considering any performance information contained therein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Underlying Fund or the AlphaKeys Fund will achieve comparable results or that the Underlying Fund will be able to implement its investment strategy, achieve its investment objectives or avoid substantial losses. This Memorandum and the Underlying Fund Memorandum contain forward-looking statements. Forward- looking statements are statements that are not historical facts, including statements about beliefs and expectations. Any statement in this Memorandum or the Underlying Fund Memorandum that contains intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These assumptions are based on plans, estimates, and projections, as they are currently available. Forward-looking statements therefore speak only as of the date they are made, and none of the Underlying Fund, the Underlying Fund General Partner, Blackstone, the Underlying Fund Adviser, the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates undertakes to update any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could therefore cause actual results of the AlphaKeys Fund or the Underlying Fund to differ materially from those contained in any forward-looking statement. See "Section III. Risk Factors and Other Considerations" and "Section IV. Conflicts of Interest." As used in this Memorandum, an "affiliate" of any person or entity will include any person controlling, controlled by or under common control with such person. The Underlying Fund Memorandum includes a variety of performance information relating to the Underlying Fund and other investment vehicles managed by the Underlying Fund General Partner and/or the Underlying Fund Adviser. Information presented about other funds or selected investments made by the Underlying Fund General Partner and/or the Underlying Fund Adviser, while informative regarding the experience of the Underlying Fund General Partner and/or the Underlying Fund Adviser, are not indicative of, and in some cases may be irrelevant to, an assessment of the potential performance or investments of the AlphaKeys Fund (in connection with its investment in the Underlying Fund). While reviewing the performance information set forth in the Appendix to the Underlying Fund Memorandum, investors should pay particular attention to the net return information provided in the endnotes to such Appendix. PERFORMANCE SHOWN IN THE UNDERLYING FUND MEMORANDUM IS NOT THAT OF THE ALPHAKEYS FUND. THE PERFORMANCE SHOWN IS NOT NET OF ADDITIONAL FEES THAT WILL BE CHARGED AT THE ALPHAKEYS FUND LEVEL. The returns of the AlphaKeys Fund will be lower, and may be materially lower than the returns at the Underlying Fund level. Performance shown in the Underlying Fund Memorandum does not include AlphaKeys Fund-level Fees and Expenses or the Placement Fee (if charged), as each is defined below. Such fees will reduce returns. Returns for the AlphaKeys Fund may also differ from the returns of the Underlying Fund as a result of funds invested in Temporary Investments (as defined below) by the AlphaKeys Fund and delayed distributions by the AlphaKeys Fund to its investors. No representation or warranty is being made herein as to the past or future investment performance of the AlphaKeys Fund or the Underlying Fund. Only those particular representations and warranties that may be made by the AlphaKeys Fund in a definitive investor application ("Investor Application") relating to the purchase of Interests, when and if one is executed, and subject to such limitations and restrictions as may be specified in such Investor Application, will have any legal effect. Interests are being offered exclusively to investors who meet the qualification standards set forth in this Memorandum, with a minimum Capital Commitment (as defined below) of $250,000, CONFIDENTIAL UBSTERRAMAR00001778 EFTA00237409 subject to the discretion of the Member Designee to accept lesser amounts or raise the minimum Capital Commitment, as described herein. Except where otherwise indicated, the information contained in this Memorandum has been compiled as of the date set forth in this Memorandum, and information regarding the Underlying Fund is as of the date set forth in the Underlying Fund Memorandum. None of the AlphaKeys Fund, the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, the Member Designee, the Administrator or any of their respective affiliates has any obligation to update any portion of this Memorandum. Under no circumstances should the delivery of this Memorandum, irrespective of when it is made, create any implication that there has been no change in the affairs of the AlphaKeys Fund, the Underlying Fund, the Member Designee, the Administrator or any of their respective affiliates since such date. This Memorandum is not an offer to sell or a solicitation of an offer to buy an Interest, nor will any Interest be offered or sold, to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the securities laws of such jurisdiction. Accordingly, the Interests may not be offered or sold, directly or indirectly, and this Memorandum may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable to such jurisdiction. The AlphaKeys Fund reserves the right to modify any of the terms of the offering and the Interests described herein. This Memorandum will remain the property of the AlphaKeys Fund. The AlphaKeys Fund reserves the right to require the return of this Memorandum at any time from prospective investors who do not purchase Interests in the AlphaKeys Fund. This Memorandum is intended for investors who are U.S. Persons within the meaning of Section 7701(aX30) of the Code (as described below). IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ALPHAKEYS FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY AND NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NONE OF THE ALPHAKEYS FUND, THE MEMBER DESIGNEE, THE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY ENDORSEMENT OR RECOMMENDATION OF THE UNDERLYING FUND AND THE ESTABLISHMENT OF THE ALPHAKEYS FUND TO INVEST IN THE UNDERLYING FUND DOES NOT CONSTITUTE SUCH ENDORSEMENT OR RECOMMENDATION. IT IS ANTICIPATED THAT THE OFFERING AND SALE OF THE INTERESTS OFFERED HEREBY WILL BE EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE VARIOUS STATE SECURITIES LAWS, AND THAT THE ALPHAKEYS FUND WILL NOT BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE INTERESTS OFFERED HEREBY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS, AND WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS MEMORANDUM PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(A)(2) THEREOF AND IN COMPLIANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE INTERESTS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE OR OTHER SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, IN WHOLE OR IN PART, EXCEPT AS PROVIDED IN THE LIMITED LIABILITY COMPANY AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS Eyktinnis alisItyffiliffECERIOD OF TIME. THERE WILL BE NO PUBLIC MARKET FOR THE CONFIDENTIAL UBSTERRAMAR00001779 EFTA00237410 INTERESTS, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAW. REQUIRED SECURITIES ACT DISCLOSURE. PURSUANT TO RECENT AMENDMENTS TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT (THE "RULE"), THE ALPHAKEYS FUND IS REQUIRED, AMONG OTHER THINGS, TO DISCLOSE CERTAIN DISCIPLINARY EVENTS, IN RESPECT OF VARIOUS ENTITIES AND/OR INDIVIDUALS, THAT OCCURRED PRIOR TO THE RULE'S EFFECTIVE DATE OF SEPTEMBER 23, 2013, AND SUCH DISCLOSURE IS ANNEXED HERETO AS APPENDIX C. INTERESTS ARE NOT DEPOSITS IN, OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE MEMBER DESIGNEE, THE ADMINISTRATOR OR ANY OF THEIR AFFILIATES, ANY U.S. OR NON-U.S. DEPOSITORY INSTITUTION, ARE NOT INSURED BY THE FEDERAL RESERVE BOARD OR ANY OTHER U.S. OR NON-U.S. GOVERNMENTAL AGENCY. INTERESTS ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND ARE NOT DEPOSITS, OBLIGATIONS OF, OR ENDORSED OR GUARANTEED IN ANY WAY, BY ANY BANKING ENTITY. INTERESTS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT INVESTED. THE ADMINISTRATOR IS REGISTERED AS A "COMMODITY POOL OPERATOR" WITH THE COMMODITY FUTURES TRADING COMMISSION ("MC") AND IS A MEMBER OF THE NATIONAL FUTURES ASSOCIATION ("NFA") IN SUCH CAPACITY UNDER THE U.S. COMMODITY EXCHANGE ACT, AS AMENDED. WITH RESPECT TO THE ALPHAKEYS FUND, THE ADMINISTRATOR HAS CLAIMED AN EXEMPTION PURSUANT TO CFTC RULE 4.13(A)(3) AS A "COMMODITY POOL OPERATOR" BASED ON THE ALPHAKEYS FUND'S LIMITED TRADING IN COMMODITY INTERESTS, AND WILL OPERATE THE ALPHAKEYS FUND AS IF THE ADMINISTRATOR WERE EXEMPT FROM REGISTRATION WITH THE CFTC AS A REGISTERED "COMMODITY POOL OPERATOR." PURSUANT TO THE EXEMPTION UNDER CFTC RULE 4.13(A)(3), THE ADMINISTRATOR IS NOT REQUIRED TO DELIVER A DISCLOSURE DOCUMENT OR A CERTIFIED ANNUAL REPORT TO INVESTORS. * * * JANUARY 2016 ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001780 EFTA00237411 TABLE OF CONTENTS I. INTRODUCTION 1 II. SUMMARY OF PRINCIPAL TERMS OF THE ALPHAKEYS FUND 3 III. RISK FACTORS AND OTHER CONSIDERATIONS 23 IV. CONFLICTS OF INTEREST 32 V. CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 36 VI. REGULATORY CONSIDERATIONS 49 APPENDIX A: CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, AND SUPPLEMENTS THERETO, OF BLACKSTONE REAL ESTATE PARTNERS EUROPE V S A-1 APPENDIX B: LIMITED LIABILITY COMPANY AGREEMENT OF ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.0 B-1 APPENDIX C: REQUIRED SECURITIES ACT DISCLOSURE OF ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.0 C-1 ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001781 EFTA00237412 I. INTRODUCTION AlphaKeys European Real Estate Opportunities Fund II, L.L.C. (the "AlphaKeys Fund") a newly formed Delaware limited liability company, is a private investment fund established by UBS Fund Advisor, L.L.C., the AlphaKeys Fund's member designee (the "Member Designee") to invest substantially all of its capital in limited partnership interests in Blackstone Real Estate Partners Europe V M. (the "Underlying Fund"). Blackstone Real Estate Associates Europe V M. serves as the Underlying Fund's general partner (the "Underlying Fund General Partner") and Blackstone Real Estate Advisors M, has been appointed to provide advisory and management services to the Underlying Fund (the "Underlying Fund Adviser"). The AlphaKeys Fund will invest in the Underlying Fund. There can be no assurance that the investment objectives of the AlphaKeys Fund or the Underlying Fund will be achieved, that such funds will be able to implement their respective investment strategies, or avoid substantial losses. For a more detailed description of Blackstone, the Underlying Fund, the Underlying Fund General Partner and the Underlying Fund Adviser, see the Confidential Private Placement Memorandum of the Underlying Fund, attached hereto as Appendix A (as the same has been amended, restated or supplemented from time to time, each as provided by Blackstone, collectively, the "Underlying Fund Memorandum"). None of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone and their respective affiliates are responsible for the formation or operation of the AlphaKeys Fund. The offering of interests in the AlphaKeys Fund should not be considered an offering of interests in the Underlying Fund. None of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone or any of their respective affiliates, officers, directors, employees, partners or members have endorsed or make any recommendations of the AlphaKeys Fund. None of the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates makes any endorsement or recommendation of the Underlying Fund and the establishment of the AlphaKeys Fund to invest in the Underlying Fund does not constitute such endorsement or recommendation. Each investor admitted to the AlphaKeys Fund (each a "Member") at a closing (a "Closing") will be required to make an initial payment on or prior to the Initial Closing or upon a Subsequent Closing or as otherwise determined by the Member Designee equal to a percentage of its capital commitment to the AlphaKeys Fund (a "Capital Commitment") as specified by the Member Designee as will enable the AlphaKeys Fund to fund its initial capital contribution and other obligations with respect to the Underlying Fund and to pay organizational expenses and other fees and expenses incurred by the AlphaKeys Fund. Thereafter, the Member Designee may make calls for the remaining portion of the Capital Commitment of each Member and capital calls with respect to Excess Contributions (as defined below) on not less than five (5) calendar days' prior notice, provided however, to the extent the Underlying Fund calls for a contribution to the Underlying Fund on less than five (5) calendar days notice, the AlphaKeys Fund may call capital from its investors on less than five (5) calendar days notice to satisfy its obligations to the Underlying Fund. Capital Commitments and calls for Excess Contributions (as defined below) will be denominated in U.S. dollars. A Member may be required to make capital contributions to the AlphaKeys Fund ("Capital Contributions") in an amount in excess of its Capital Commitment (a) in the event the AlphaKeys Fund has to make capital contributions or other payments to the Underlying Fund in excess of the AlphaKeys Fund's capital commitment to the Underlying Fund, (b) for any AlphaKeys Fund-level fees and expenses applicable to such Member at the AlphaKeys Fund level, including, without limitation, the administrative fee paid to UBSFA as described under "Administrative Fee" below) and other Fund Expenses (as defined under "Other Fees and Expenses" below) (collectively, the "AlphaKeys Fund-level Fees and Expenses") or (c) any tax payments made by the AlphaKeys Fund on behalf of such Member (or interest or penalties associated therewith). In addition, it is expected that each Member will be ER305378-MAXWELL -1- CONFIDENTIAL UBSTERRAMAR00001782 EFTA00237413 required to make contributions to the AlphaKeys Fund in excess of its Capital Commitment to pay the management fee charged by the Underlying Fund as set forth in the Underlying Fund Memorandum (the "Underlying Fund Management Fee") and certain Underlying Fund organizational expenses, as set forth in the Underlying Fund Memorandum. The excess Capital Contributions described above are referred to herein as "Excess Contributions." The AlphaKeys Fund may invest all Capital Commitments in the Underlying Fund. As a result, the extent to which a Member will be required to make certain Excess Contributions will depend on the percentage of aggregate capital commitments called by the Underlying Fund (for example, if the Underlying Fund calls 100% of commitments, each Member's share, if any, of applicable AlphaKeys Fund-level Fees and Expenses and the Underlying Fund Management Fee and Underlying Fund organizational expenses would be in addition to such Member's Capital Commitment). In addition, a Member may also be required to pay a Placement Fee (as defined below), as discussed in further detail below. Pending investment in the Underlying Fund or as the Member Designee otherwise determines is necessary or prudent in its sole discretion, including for payment of fees and expenses (as described herein), the AlphaKeys Fund may invest in Temporary Investments (as defined below). Investor Applications The offering made hereby of limited liability company interests (the " nterests") in the AlphaKeys Fund is made only to the person to whom this Memorandum has been delivered provided such person is a UBS client and an Eligible Purchaser (as defined below). Each Member ordinarily will be required to make a Capital Commitment of not less than $250,000 to the AlphaKeys Fund, subject to the discretion of the AlphaKeys Fund to accept Capital Commitments of a lesser amount or raise the minimum Capital Commitment. The AlphaKeys Fund may vary the investment minimums from time to time. The AlphaKeys Fund reserves the right to accept or reject any investor application ("investor Molicatiork") for Interests or the application of any Member wishing to increase its existing Capital Commitment. Charitable remainder trusts will not be admitted to the AlphaKeys Fund and generally, the AlphaKeys Fund will not accept Capital Commitments from any Individual Retirement Accounts. An "Eligible Purchaser" must be: (i) a qualified purchaser under the Investment Company Act (as defined below), (ii) an accredited investor under the Securities Act (as defined below), and (iii) a U.S. Person within the meaning of Section 7701(a)(30) of the Code (as described below), unless otherwise permitted by law. Members will be charged by the Placement Agent (as defined below) a Placement Fee (as defined below) of two percent (2%) of the Members' respective Capital Commitments, subject to waiver by the Placement Agent in limited circumstances. The Placement Agent may reallocate all or a portion of such Placement Fee to a Member's financial advisor or other securities dealers participating in the placement of Interests. The Placement Fee will be in addition to any Capital Contributions a Member is required to make to the AlphaKeys Fund and will not reduce its Capital Commitment, including for the purposes of determining such Member's Sharing Percentage (as defined below). Notwithstanding anything to the contrary contained herein, any Member who is a client of UBS Financial Services Inc. ("UBSFS") and invests in the AlphaKeys Fund through an Advisory Program (as defined below) will be issued Advisory Class limited liability company interests and will not be charged a Placement Fee or an Administrative Fee (as defined below). Each Member (including permitted transferees) will be obligated to agree to be bound by all of the terms of the LLC Agreement. Each potential investor also will be obligated to represent and warrant in the Investor Application, among other things, that such investor is purchasing an Interest for its own account, and not with a view to the distribution, assignment, transfer or other disposition of such Interest. ER305378-MAXWELL -2- CONFIDENTIAL UBSTERRAMAR00001783 EFTA00237414 II. SUMMARY OF PRINCIPAL TERMS OF THE ALPHAKEYS FUND The following is a summary of the principal terms of AlphaKeys European Real Estate Opportunities Fund ll, C.L.C. (the "AlohaKevs Fund"). This summary is qualified in its entirety by reference to the Limited Liability Company Agreement of the AlphaKeys Fund (as amended from time to time, the "L(C Agreement") and the investor application (the "Investor Application"), both of which should be reviewed carefully prior to making an investment decision. The offer made hereby is subject to modification, prior sale and withdrawal. Certain information contained in this Memorandum relating to Blackstone, the Underlying Fund, the Underlying Fund General Partner and the Underlying Fund Adviser has been derived by UBS Financial Services Inc. from materials furnished on behalf of the Underlying Fund. For a more detailed description of Blackstone, the Underlying Fund, the Underlying Fund General Partner and the Underlying Fund Adviser, see the Confidential Private Placement Memorandum of the Underlying Fund and any supplements thereto, attached hereto as Appendix A (collectively, the "Underlying Fund Memorandum). The AlphaKeys Fund Investment Objective and Operations Classes of Interests AlphaKeys European Real Estate Opportunities Fund II, L.L.C., a Delaware limited liability company (the "AlphaKeys Fund") a newly created entity. The AlphaKeys Fund has been organized to invest substantially all of its capital in limited partner interests in Blackstone Real Estate Partners Europe V M, a Cayman Islands exempted limited partnership (the "Underlying Fund"). For a more detailed description of the Underlying Fund, see the Underlying Fund Memorandum. The Underlying Fund may offer multiple classes of interests. The AlphaKeys Fund may allocate to any dass of interests in the Underlying Fund in the sole discretion of the Administrator without prior notice or consent. The Underlying Fund may, in its sole discretion, require the AlphaKeys Fund to hold its interest in the Underlying Fund through a separate alternative investment vehicle, parallel fund or feeder fund that would have substantially similar terms as the Underlying Fund, as further described in the Underlying Fund Memorandum attached hereto as Appendix A. The AlphaKeys Fund will invest in the Underlying Fund. As more fully described in the Underlying Fund Memorandum, the principal investment objective of the Underlying Fund is to make control-oriented "opportunistic" real estate investments, primarily in Europe, by investing in equity, debt or other interests in, or relating to, real estate assets of any type or real estate companies and real- estate related companies. There can be no assurance that the investment objectives of the AlphaKeys Fund or the Underlying Fund will be achieved, that such funds will be able to implement their respective investment strategies or avoid substantial losses. The Underlying Fund Memorandum should be read carefully by all prospective investors. The AlphaKeys Fund currently offers two classes of limited liability company interests; the Brokerage Class and the Advisory Class. Members that invest through the UBS "Institutional Consulting Program" or another UBS investment advisory program that is approved for investment into the AlphaKeys Fund by UBSFA (an "Advisory Program"), and pursuant to which UBS or its affiliates will receive a fee directly from such investor for the investment in the AlphaKeys Fund, will be Members of the Advisory Class. All other Members will be admitted into the Brokerage Class. Unless otherwise specified herein, references to "Members" shall indude Members of both the Brokerage Class and the ER305378-MAXWELL -3- CONFIDENTIAL UBSTERRAMAR00001784 EFTA00237415 Advisory Class. The AlphaKeys Fund may, in its sole discretion and from time to time, establish additional dasses of interests that may differ in terms of, among other things, the timing and amount of fees charged, distribution rights and other terms. In particular, the AlphaKeys Fund may establish an additional class of preferred equity interests (which may be held by the Member Designee (as defined below) or an affiliate thereof) that may differ in terms of, among other things, a priority with respect to distributions and in dissolution, the right to a preferred return, the right to receive certain cash proceeds, different voting rights, the timing and amount of fees charged and withdrawal rights. Administrator The AlphaKeys Fund is member-managed for purposes of Delaware law. and Member Pursuant to the LLC Agreement, the investors have appointed UBS Fund Advisor, Designee L.L.C., a Delaware limited liability company, to act as "Member Designee" (in such capacity, the "Member Designee") and, accordingly, have delegated all of their rights, powers, duties and obligations to manage and control the business and affairs of the AlphaKeys Fund to the Member Designee; provided, that the investors have not delegated (i) their rights to vote on amendments to the LLC Agreement, to the extent applicable, (ii) their right under the LLC Agreement to call a meeting of the investors; or (iii) their rights under the LLC Agreement to vote to terminate the Administrative Services Agreement and/or to revoke the delegation of rights and powers to the Member Designee (as further described herein). In addition, UBS Fund Advisor, L.L.C. has been appointed by the investors to provide certain administrative and support services to the AlphaKeys Fund (in such capacity, the "Administrator") pursuant to an administrative services agreement with the AlphaKeys Fund (the "Administrative Services Agreement"). One or more affiliates of the Administrator and the Placement Agent (as defined below) and third parties will be engaged to provide certain services to the AlphaKeys Fund at the expense of the AlphaKeys Fund. The Administrator and its affiliates provide certain administrative and investment advisory services to registered and unregistered investment funds and individual accounts. The Administrator or an affiliate may hold a nominal Interest in, and may be an investor of, the AlphaKeys Fund. The Administrator is a direct, wholly owned subsidiary of UBS Americas, Inc. ("UBS Americas") which, in turn, is a wholly owned subsidiary of UBS AG, a Swiss bank. The Placement Agent, a wholly owned subsidiary of UBS Americas, is registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of the New York Stock Exchange, Inc. and other principal securities exchanges. The offices of the Administrator are located at 1285 Avenue of the Americas, New York, New York 10019, and its telephone number is (800) 486-2608. The Administrator may, directly or indirectly, assign all or any part of its rights and duties under the Administrative Services Agreement to any individual or entity, with the prior approval of the AlphaKeys Fund. In the event of an assignment of the Administrative Services Agreement, the Member Designee of the AlphaKeys Fund is authorized to grant consent on behalf of the AlphaKeys Fund. The Member Designee will provide written notice to the Members in the event that it grants consent to an assignment. Because the Member Designee and the Administrator are currently the same entity, it is unlikely that the Member Designee will withhold consent to an assignment proposed by the ER305378-MAXWELL -4- CONFIDENTIAL UBSTERRAMAR00001785 EFTA00237416 Administrator. In addition, the Administrator may resign as Member Designee of the AlphaKeys Fund and cause another individual or entity to be appointed as the replacement member designee of the AlphaKeys Fund with (i) the prior consent of the AlphaKeys Fund, or (ii) prior notice to the AlphaKeys Fund and, to the extent consistent with applicable law, without the prior consent of the AlphaKeys Fund. The Administrator may be removed as the Member Designee of the AlphaKeys Fund and/or the Administrative Services Agreement may be terminated upon the vote of at least a majority-in-interest of Members who are not affiliates of the Administrator ("Unaffiliated Members") at a meeting of the Members called for such purpose as further described in the LLC Agreement; provided, however, that the Members must first arrange to delegate such rights and powers to manage the AlphaKeys Fund to a Qualified Replacement (as defined in the LLC Agreement) approved by the Administrator. A substitute member designee and/or administrator may be appointed upon the vote of at least a majority-in- interest of the Unaffiliated Members. In certain circumstances, the LLC Agreement permits the Administrator to reduce a Member's voting or approval rights. Administrative Pursuant to the Administrative Services Agreement, the Administrator will receive Fee an annual fee (the "Administrative Fee") commencing on the initial closing date of the AlphaKeys Fund (the "Initial Closing Date") with respect to each Member equal to (a) 1.00% of such Member's Capital Commitment if such Member's Capital Commitment is less than $3 million, (b) 0.75% of such Member's Capital Commitment if such Member's Capital Commitment is $3 million or more but less than $10 million, or (c) 0.50% of such Member's Capital Commitment if such Member's Capital Commitment is $10 million or more, calculated as if each Member were admitted to the AlphaKeys Fund as of the Initial Closing Date. After the expiration of the Underlying Fund Investment Period (as defined below) (the "investment Period Expiration Date") the Administrative Fee payable by the AlphaKeys Fund will be computed based on the percentages described above attributable to each Member's Capital Commitment, but with such percentage applied to each Member's Capital Contributions used to fund investments by the AlphaKeys Fund that have not been sold or otherwise disposed of (directly or indirectly through the Underlying Fund) and the proceeds thereof that have not been returned by the Underlying Fund to the AlphaKeys Fund. For purposes of calculating the Administrative Fee after the Investment Period Expiration Date, each Member may be deemed to have made Capital Contributions in respect of binding commitments to make investments. The Administrative Fee is not paid to the Administrator by those Members of the Advisory Class, from whom UBSFS or its affiliates will receive a fee directly. If, at any time, a Member terminates its participation in an Advisory Program and therefore, UBSFS or its affiliates no longer receive a fee from such Member in respect of such Member's ownership of Interests (as defined below) in the AlphaKeys Fund, then the AlphaKeys Fund may convert that Member's Interests in the Advisory Class into Brokerage Class Interests and the Administrative Fee payable in respect of such Member may, as of the date of the termination of such Advisory Program, be calculated as described above for Members of the Brokerage Class. For purposes of calculating the Administrative Fee, any amount contributed by a ER305378-MAXWELL -5- CONFIDENTIAL UBSTERRAMAR00001786 EFTA00237417 Member in excess of its Capital Commitment will not be included in such Member's Capital Commitment or the calculation of such Member's Capital Contributions. The Administrative Fee will be in addition to the fees and expenses charged by the Underlying Fund (including without limitation the Underlying Fund Management Fee and the Underlying Fund Carried Interest Distribution (each as defined below)). The Administrator may, in its sole and absolute discretion, defer or waive all or any portion of the Administrative Fee with respect to a Member, including employees, officers and directors of the Administrator and its affiliates. The Administrator may also vary the terms of the Administrative Fee with respect to a particular class of Interests, in the Administrator's sole discretion. The Administrative Fee will not apply to any Capital Commitments made by the Administrator or its affiliates. The Administrative Fee is in addition to and separate from the amounts payable by the AlphaKeys Fund to other third parties engaged on behalf of the AlphaKeys Fund. The Administrator will be responsible for the payment of its own ordinary operating expenses relating to its duties under the Administrative Services Agreement, including salaries of its employees, occupancy costs and other general overhead, but not including the fees and expenses of any consultants that the Administrator may hire on behalf of the AlphaKeys Fund. The AlphaKeys Fund will reimburse the Administrator or its affiliates for any expenses incurred by the Administrator or its affiliates in connection with the Administrator's services under the Administrative Services Agreement. Placement Fee A Member will be charged a placement fee by UBS Financial Services Inc., an affiliate of the Administrator (the "Placement Agent") of two percent (2%) in the aggregate of such Member's Capital Commitment (the "Placement Fee") subject to waiver by the Placement Agent in limited circumstances. The Placement Agent may reallocate all or a portion of the Placement Fee to a Member's financial advisor or other securities dealers participating in the placement of Interests. The Placement Fee will be in addition to any Capital Contributions such Member is required to make to the AlphaKeys Fund and will not reduce such Member's Capital Commitment, induding for purposes of determining such Member's Sharing Percentage (as defined below). Notwithstanding anything to the contrary contained herein, an Advisory Class Member will not be charged a Placement Fee. The Administrator and the Placement Agent intend to compensate the Placement Agent's financial advisors, as well as others, for their ongoing servicing of clients with whom they have placed Interests. Such compensation will be payable out of the Administrative Fee. Organizational The AlphaKeys Fund will bear all legal and other costs and expenses incurred in and Offering connection with the organization of the AlphaKeys Fund and the offering of Expenses Interests (including certain costs and expenses of the Placement Agent as further described in the LLC Agreement). Other Fees and The AlphaKeys Fund will pay (and the Members will bear) all costs, expenses and ER305378-MAXWELL -6- CONFIDENTIAL UBSTERRAMAR00001787 EFTA00237418 Expenses Underlying Fund Management Fee; Other Fees Underlying Fund Carried Interest Distributions Term liabilities in connection with its operations and the investment of its assets, including, without limitation: organizational, offering and related expenses; fees, costs and expenses related to the purchase, holding and sale of investments in the Underlying Fund (which will involve the payment of fees and expenses in addition to the Administrative Fee), and Temporary Investments (as defined below); interest and other expenses related to any AlphaKeys Fund borrowings, costs of compliance with any applicable federal or state laws; taxes; tax preparation fees; fees and expenses of consultants, accountants and legal counsel; all costs and expenses of computing the value of the AlphaKeys Fund's assets, induding any appraisal and valuation services provided by third parties; investor servicing and accounting expenses; fees and expenses related to maintenance of books and records (including investment reporting), insurance or mailings; printing costs; marketing expenses; extraordinary expenses (such as litigation and indemnification of the Member Designee, the Administrator and their affiliates); costs and expenses of any feeder vehicle organized to invest in the AlphaKeys Fund, including any organizational expenses thereof; any other out-of-pocket fees and expenses incurred by the Member Designee, the Administrator and any service providers; any amounts necessary to fund a Defaulting Member's Defaulted Amount (each as defined below) (including the amount of any borrowing) and any costs associated with the foregoing in the event the AlphaKeys Fund is unable to recover such amounts from the Defaulting Member (see "—Default" below)) (all of the foregoing together, the "Fund Expenses"). In addition to the foregoing Fund Expenses, Members will bear, directly or indirectly, the cost of the AlphaKeys Fund's pro rata share of the fees and expenses of the Underlying Fund as described below in "Underlying Fund Management Fee; Other Fees." As described in detail in the Underlying Fund Memorandum, during the Underlying Fund Investment Period (as defined below), the Underlying Fund Adviser will be entitled to receive a management fee (the "Underlying Fund Management Fee"), payable quarterly, at an annual rate of (i) until the end of the Underlying Fund Investment Period, 1.5% of the AlphaKeys Fund's capital commitment and (ii) thereafter (or upon the occurrence of certain other triggering events, whichever occurs first), 1.5% of the AlphaKeys Fund's capital contributions with respect to portfolio investments that have not been disposed of as of the first day of the relevant quarter or during the preceding quarter. In addition to the Underlying Fund Management Fee, each Member of the AlphaKeys Fund will be required to pay their pro rata portion of other fees and expenses charged at the Underlying Fund-level as further described in the Underlying Fund Memorandum (collectively, the "Underlying Fund-level Fees and Expenses"). As described in detail in the Underlying Fund Memorandum, the Underlying Fund General Partner is entitled to receive "carried interest" distributions equal to 20% of the Underlying Fund's net profits, subject to an eight percent (8)% preferred return with a full catch up provision for the Underlying Fund General Partner (the "Underlying Fund Carried Interest Distribution"). The actual amount of any such carried interest payment is based in part upon the Underlying Fund's achievement of certain returns. This is a long-term investment and Members have no right to withdraw from the AlphaKeys Fund prior to its dissolution. Both the AlphaKeys Fund and the ER305378-MAXWELL -7- CONFIDENTIAL UBSTERRAMAR00001788 EFTA00237419 Underlying Fund are intended for investors who can accept the significant risks associated with investing in illiquid assets. Accordingly, an investment in the AlphaKeys Fund should only be considered by persons who can afford a loss of their entire investment and Members should maintain sufficient liquid assets to meet capital call obligations and manage short-term and long-term cash needs. The term of the AlphaKeys Fund is expected to end as soon as practicable after the termination of the Underlying Fund. In the event that the Member Designee determines for any reason, in its sole and absolute discretion, not to invest in the Underlying Fund, including, without limitation, due to an insufficient amount of Capital Commitments, the Member Designee may cause the AlphaKeys Fund to be wound up as soon as is reasonably practicable. Underlying The investment period for which the Underlying Fund may generally call capital Fund to fund new investments (the "Underlying Fund Investment Period") will expire Investment upon the earlier of five and a half (5.5) years from the effective date of the Period Underlying Fund or upon the occurrence of certain other events described in further detail in the Underlying Fund Memorandum. In addition, the Underlying Fund may call capital after the expiration or termination of the Underlying Fund Investment Period for certain investments and fees and expenses of the Underlying Fund, all as described in detail in the Underlying Fund Memorandum. Notwithstanding the foregoing, the Member Designee may make capital calls throughout the term of the AlphaKeys Fund. Eligible Interests are being offered exclusively to persons that are UBS clients and Purchasers "Eligible Purchasers," as defined below. The AlphaKeys Fund reserves the right to accept or reject the application of any investor wishing to make a Capital Commitment. In order to be considered an "Eligible Purchaser " an investor must be: (i) a qualified purchaser (a "Qualified Purchaser") under the Investment Company Act of 1940, as amended (the "Investment Company Act"), (ii) an accredited investor (an "Accredited Investor") under the Securities Act of 1933, as amended (the "Securities Act"), and (iii) a U.S. Person (a "U.S. Person") within the meaning of Section 7701(a)(3O) of the Internal Revenue Code of 1986, as amended (the "Code") unless otherwise permitted by law. As a result, an investment in the AlphaKeys Fund will generally be limited to individuals owning at least $5 million in investment securities ($25 million in the case of institutions). For more descriptive definitions of Qualified Purchaser, Accredited Investor, and U.S. Person, see "Section VI. Regulatory Considerations" and "Section V. Certain Material U.S. Federal Income Tax Considerations". Charitable remainder trusts will not be admitted to the AlphaKeys Fund and generally, the AlphaKeys Fund will not accept Capital Commitments from any Individual Retirement Accounts ("IRAs"). Potential investors seeking to invest through an IRA should speak to their financial advisor. Capital The minimum capital commitment to be made to the AlphaKeys Fund (a "Capital Commitments Commitment") by any investor is $250,000, subject to the discretion of the AlphaKeys Fund to accept a Capital Commitment of a lesser amount or impose a higher minimum Capital Commitment. In addition to the Capital Commitment set forth in each Member's investor application, each Member will be required to make additional Capital Contributions as described in "Capital Calls" below. Subscriptions The initial closing of the sale of Interests in the AlphaKeys Fund will occur on ER305378-MAXWELL -8- CONFIDENTIAL UBSTERRAMAR00001789 EFTA00237420 and Closings such date as the Member Designee may determine (the "Initial Closing"). The Member Designee may from time to time after the Initial Closing elect to hold one or more additional dosings (each a "Subsequent Closing" and together with the Initial Closing, "Closings") as necessary, to accommodate the admission of additional Members. Subsequent Each Member that is admitted to the AlphaKeys Fund or increases its Capital Closings Commitment in a Subsequent Closing (each, a "Subseauent Member") will generally participate in all investments previously made by the AlphaKeys Fund, other than Temporary Investments, and will bear its proportionate share of the AlphaKeys Fund-level Fees and Expenses and the Underlying Fund-level Fees and Expenses, other than those related to such Temporary Investments, as though such Subsequent Member had been admitted at the Initial Closing. Notwithstanding the foregoing, to the extent that, as a result of the admission of a Subsequent Member to the AlphaKeys Fund, (i) the AlphaKeys Fund increases its capital commitment to the Underlying Fund and (ii) the Underlying Fund precludes the AlphaKeys Fund from increasing its participation in the Underlying Fund's existing investments as a result of such increased capital commitment, the Member Designee may, in its sole and absolute discretion, cause such Subsequent Member not to participate in the portion of the AlphaKeys Fund's capital commitment to the Underlying Fund that relates to the Underlying Fund's existing investments. In connection with its admission or increase in its Capital Commitment, a Subsequent Member will make a Capital Contribution to the AlphaKeys Fund as described under "Capital Calls" below. To the extent that, as a result of the admission of a Subsequent Member to the AlphaKeys Fund, the AlphaKeys Fund increases its commitment to the Underlying Fund and the AlphaKeys Fund incurs costs associated with such increased commitment to the Underlying Fund, including any interest payable to the Underlying Fund or their investors, each Member will bear its share of such additional costs irrespective of whether such Member was admitted to the AlphaKeys Fund at a Closing prior to the Subsequent Closing at which such Subsequent Member was admitted to the AlphaKeys Fund; provided that, the Member Designee may, in its sole discretion, determine to specifically allocate any such costs to the Member in respect of which such costs were incurred in which event the Member Designee also may elect to allocate any interest received from the Underlying Fund relating to such Subsequent Members to the Members that made contributions for such investments. Such additional costs will be in addition to the AlphaKeys Fund's capital commitment to the Underlying Fund and therefore each Member may be required to make Excess Contributions (as defined below) in respect of such amounts. Furthermore, to the extent the Underlying Fund admits additional limited partners after the admission of the AlphaKeys Fund to the Underlying Fund, the admission of such subsequent limited partners may have an impact on the AlphaKeys Fund, for example, by diluting the interests held by the AlphaKeys Fund. The Member Designee will adjust each existing Member's Capital Account (as defined below) with such items as necessary to reflect the arrangement set forth in the preceding paragraph with respect to Subsequent Closings. Capital Calls Each investor admitted to the AlphaKeys Fund (each, a "Member") will be required to fund its Capital Commitment (as defined above) relating to such ER305378-MAXWELL -9- CONFIDENTIAL UBSTERRAMAR00001790 EFTA00237421 Member's limited liability company interest in the AlphaKeys Fund (each, an "Interest") through the Initial Payment (as defined below) and upon subsequent capital calls, as described herein. The AlphaKeys Fund may from time to time hold some of its assets in cash (not earning interest) or invest in money market securities, cash equivalents, short-to- medium term federal tax-exempt debt obligations and similar securities of governmental and private issuers, including funds that normally invest primarily in such securities ("Temporary Investments") (i) pending investment in the Underlying Fund or as the Member Designee determines is necessary or prudent, in its sole discretion; and/or (ii) pursuant to the retention of appropriate reserves (as determined in the sole discretion of the Member Designee) for the payment of AlphaKeys Fund-level Fees and Expenses. Subject to the foregoing, substantially all of the AlphaKeys Fund's assets are expected to be invested in the Underlying Fund. As a result of the AlphaKeys Fund-level Fees and Expenses (including the Administrative Fee) and the need to reserve amounts to pay AlphaKeys Fund obligations, the amount of each Member's indirect investment in the Underlying Fund will be less than it would have been had such Member invested directly in the Underlying Fund. Income from Temporary Investments is subject to reinvestment. Capital Contributions may also be held in an escrow or similar account pending the Initial Closing or Subsequent Closings at the discretion of the Member Designee. It is possible that such an escrow account would not earn interest. The Member Designee may make calls for capital contributions to the AlphaKeys Fund ("Capital Contributions") on not less than five (5) calendar days' prior notice; provided however, to the extent the Underlying Fund calls for a contribution to the Underlying Fund on less than five (5) calendar days notice, the AlphaKeys Fund may call capital from its investors on less than five (5) calendar days notice to satisfy its obligations to the Underlying Fund. Each Member will be required to make an initial payment (the "Initial Payment") on or prior to the Initial Closing or upon a Subsequent Closing or as otherwise determined by the Member Designee equal to a percentage of its Capital Commitment as specified by the Member Designee. A Member may be required to make Capital Contributions to the AlphaKeys Fund in an amount in excess of its Capital Commitment (a) in the event the AlphaKeys Fund has to make capital contributions or other payments to the Underlying Fund in excess of the AlphaKeys Fund's capital commitment to the Underlying Fund, (b) for any AlphaKeys Fund- level Fees and Expenses or (c) any tax payments made by the AlphaKeys Fund on behalf of such Member (or interest or penalties associated therewith). In addition, it is expected that each Member will be required to make contributions to the AlphaKeys Fund in excess of its Capital Commitment to pay the Underlying Fund Management Fee and certain Underlying Fund organizational expenses, as set forth in the Underlying Fund Memorandum. The excess Capital Contributions described above are referred to herein as "Excess Contributions". The AlphaKeys Fund may invest all Capital Commitments in the Underlying Fund. As a result, the extent to which a Member will be required to make certain Excess Contributions will depend on the percentage of aggregate capital commitments called by the Underlying Fund (for example, if the Underlying Fund calls 100% of commitments, each Member's share, if ER305378-MAXWELL -io- CONFIDENTIAL UBSTERRAMAR00001791 EFTA00237422 any, of applicable AlphaKeys Fund-level Fees and Expenses and the Underlying Fund Management Fee and Underlying Fund organizational expenses would be in addition to such Member's Capital Commitment). In addition, a Member may also be required to pay a Placement Fee. Members should maintain sufficient liquid assets to meet capital call obligations. Failure of a Member to satisfy capital call obligations in a timely manner may result in significant adverse consequences, including forfeiture and/or sale of such Member's Interest. See "—Default" below. None of the Member Designee, the Administrator or any of their affiliates has control over when or in what amount the Underlying Fund may call capital from the AlphaKeys Fund. As a result of Underlying Fund-level Fees and Expenses, AlphaKeys Fund-level Fees and Expenses and the Placement Fee (if charged), the aggregate amount of each Member's indirect investment in the Underlying Fund may be less than the amount of its Capital Contributions. Capital The AlphaKeys Fund will establish and maintain a capital account for each Accounts Member that will reflect such Member's investment in the AlphaKeys Fund (a "Capital Account"). Reinvestment During the term of the AlphaKeys Fund, prior distributions of proceeds may be subject to recall and reinvestment by the Administrator in its sole and absolute discretion. Any cash that may otherwise be currently distributable to the Members may be reserved by the Administrator, in its sole and absolute discretion, for the payment of Fund Expenses, the Administrative Fee or projected expenses, or for reinvestment. Distributions All proceeds received by the AlphaKeys Fund generally will be distributed to the Members in accordance with each Member's Sharing Percentage. The amounts received by the AlphaKeys Fund will be net of fees, expenses and reserves. For purposes hereof, a "Sharing Percentage" will mean, with respect to any Member and as of any date, a fraction, expressed as a percentage, (i) the numerator of which is the Capital Commitment of such Member and (ii) the denominator of which is the aggregate amount of Capital Commitments of all Members, in each case as of such date and taking into account any adjustments specified in the LLC Agreement. Proceeds generally will be distributed at such times as the Member Designee will determine in its sole and absolute discretion, provided that the AlphaKeys Fund may reduce such distributions by the amount of Fund Expenses and by any amounts applied as a reserve or in anticipation of future funding in the sole and absolute discretion of the Member Designee. It is anticipated that the Administrator may maintain a reserve of AlphaKeys Fund assets in Temporary Investments. Distributions by the AlphaKeys Fund generally will be made in cash; provided, however, that there is no limitation on the ability of the AlphaKeys Fund to distribute securities (whether marketable or non-marketable) in-kind during the term of the AlphaKeys Fund or upon the winding-up of the AlphaKeys Fund. Items of income, gain, loss and deduction of the AlphaKeys Fund will generally be allocated among the Members in a manner consistent with the foregoing distribution provisions and the requirements of the Code Reserves ER305378-MA. -11- CONFIDENTIAL UBSTERRAMAR00001792 EFTA00237423 and the regulations of the U.S. Treasury Department promulgated thereunder. Return of The AlphaKeys Fund may require the Members (including any former Members) Distributions to return distributions pro rata based on distributions received by each Member from the AlphaKeys Fund relative to distributions received by all Members from the AlphaKeys Fund (a) in order to satisfy the debts, liabilities and obligations of the AlphaKeys Fund (including, without limitation, indemnification obligations and the Administrative Fee), whether such debts, liabilities and obligations arise before or after the last day of the term of the AlphaKeys Fund or, with respect to a Member, before or after such Member's withdrawal from the AlphaKeys Fund, or (b) if the Underlying Fund requires the AlphaKeys Fund to return any amounts previously distributed to the AlphaKeys Fund that the AlphaKeys Fund has, in turn, distributed to the Members (including any former members). Transfers and A Member generally may not sell, transfer or pledge its Interest without the withdrawals consent of the Member Designee, which consent may be withheld in the Member Designee's sole and absolute discretion, including if the Member Designee determines that such sale, transfer or pledge may cause the AlphaKeys Fund to become a publicly traded partnership under Section 7704 the Code. Generally, a Member will not be permitted to sell, transfer or pledge its Interest. A Member generally may not withdraw from the AlphaKeys Fund. However, certain voluntary transfers may be approved in limited circumstances in the Member Designee's sole discretion and subject to the AlphaKeys Fund's compliance with certain tax obligations. In addition, in the event of a Default by any Member or a default with respect to a Member's obligation to indemnify the AlphaKeys Fund for certain taxes paid on its behalf by the AlphaKeys Fund as described in the LLC Agreement, such Defaulting Member (as defined below) may, at the discretion of the AlphaKeys Fund, be subject to certain actions and penalties, including having its Interest sold or transferred to any other person or persons. See "—Default" below. In the event that one or more Members, due to tax, regulatory or other reasons cannot efficiently acquire or maintain an Interest, as an accommodation to such Members or if determined by the Member Designee to be in the interest of some or all of the Members, the Member Designee may establish one or more investment vehicles through which such Members may invest on a side by side basis with the AlphaKeys Fund (any such vehicle, an "Parallel Fund"). Any Parallel Fund will be structured in a manner so that the interests held by such investor, inclusive of rights and obligations, substantially approximates in all material respects, an Interest in the AlphaKeys Fund. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that the investment in the Underlying Fund be made through one or more Parallel Funds, the Member Designee shall be permitted, without the consent of any Member, to permit or require, in certain circumstances, one or more Members to (i) withdraw from the AlphaKeys Fund and to acquire a substantially equivalent interest in a then-existing Parallel Fund or new Parallel Fund and/or (ii) otherwise convert and/or exchange all or a portion of a Member's Interest into or for an interest in a Parallel Fund. A conversion and/or exchange of all or a portion of a Member's Interest into or for an interest in a Parallel Fund (i) shall include a cancellation of all or an applicable portion of such Member's Interest and (ii) may include a redemption in-kind of such Member's Interest and a contribution to the Parallel Fund of a portion of the assets of the AlphaKeys Fund that the Member Designee determines is Parallel Funds ER305378-MAXWELL -12- CONFIDENTIAL UBSTERRAMAR00001793 EFTA00237424 Alternative Vehicles Cayman Vehicle attributable to such Member's Interest being so converted or exchanged. The Members will be required to make capital contributions directly to each such Parallel Fund to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the AlphaKeys Fund. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that all or a portion of the AlphaKeys Fund's investment in the Underlying Fund be made through an alternative investment structure or vehicle (any such structure or vehicle, an "Alternative Vehicle") the Member Designee shall be permitted to structure the making of all or any portion of such investment in the Underlying Fund outside of the AlphaKeys Fund, by requiring any Member (i) to make all or a portion of its indirect investment in the Underlying Fund through a partnership or other vehicle or vehides (other than the AlphaKeys Fund) that is expected to invest on a parallel basis, subject to applicable legal, tax, accounting, regulatory or other considerations, with or in lieu of the AlphaKeys Fund, as the case may be or (ii) to contribute its Interest in the AlphaKeys Fund to an Alternative Vehicle in exchange for an interest in such Alternative Vehicle. The Members will be required to make capital contributions directly to each such Alternative Vehide to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the AlphaKeys Fund. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that the AlphaKeys Fund be re-structured as a Cayman Islands exempted limited partnership or other entity formed under the laws of the Cayman Islands (any such entity, a "Cayman Vehicle") the Member Designee may take and/or cause the Members to take all actions necessary and desirable to implement any such re-structuring at the cost of the AlphaKeys Fund. The Members may be required to make capital contributions directly to each such Cayman Vehicle to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the AlphaKeys Fund. Borrowing The AlphaKeys Fund may borrow money to cover any shortfall in the AlphaKeys Fund's ability to make a capital contribution, to satisfy tax liabilities or for any other purpose the Member Designee reasonably determines to be necessary or appropriate. Borrowings may be secured by assignment of the obligations of the Members to make Capital Contributions. Members will be required to cooperate with the Member Designee in securing the borrowing and to provide the banks with financial information and other documentation reasonably and customarily required to obtain such facilities. Risk Factors An investment in the AlphaKeys Fund involves significant risks, certain of which are described in more detail in the risk factors and conflicts of interest sections in the Underlying Fund Memorandum. Each prospective investor in the AlphaKeys Fund should carefully consider and evaluate such risks prior to purchasing an Interest. The amount actually invested by the Underlying Fund is subject to the ability of the Underlying Fund to identify and fund investments. There can be no assurance as to the amount and timing of the Underlying Fund's investments, nor the associated schedule on which the AlphaKeys Fund will be required to ER305378-MAXWELL -13- CONFIDENTIAL UBSTERRAMAR00001794 EFTA00237425 invest in the Underlying Fund. See "Section III. Risk Factors and Other Considerations" below. The Underlying Fund Memorandum, as provided by Blackstone to the AlphaKeys Fund, sets forth the terms of the Underlying Fund is attached hereto as Appendix A, and should be read carefully by all prospective investors. The terms of the Underlying Fund, including the terms described herein, are subject to change. In the event of any such change to the terms of the Underlying Fund, the AlphaKeys Fund, as an investor in the Underlying Fund, will be subject to such changed terms. The Underlying Fund Memorandum includes a variety of performance information relating to the Underlying Fund and other investment vehicles managed by the Underlying Fund General Partner and/or the Underlying Fund Adviser. Information presented about other funds or selected investments made by the Underlying Fund General Partner and/or the Underlying Fund Adviser, while informative regarding the experience of the Underlying Fund General Partner and/or the Underlying Fund Adviser, are not indicative of, and in some cases may be irrelevant to, an assessment of the potential performance or investments of the AlphaKeys Fund (in connection with its investment in the Underlying Fund). While reviewing the performance information set forth in the Appendix to the Underlying Fund Memorandum, investors should pay particular attention to the net return information provided in the endnotes to such Appendix. Performance shown in the Underlying Fund Memorandum is not that of the AlphaKeys Fund and is not net of AlphaKeys Fund-level Fees and Expenses or the Placement Fee (if charged). The returns of the AlphaKeys Fund will be lower, and may be materially lower, than the returns at the Underlying Fund level. Returns for the AlphaKeys Fund may also differ from the returns of the Underlying Fund as a result of, among other things, funds invested in Temporary Investments by the AlphaKeys Fund and delayed distributions by the AlphaKeys Fund to its investors. Purchasers of Interests will not be limited partners of the Underlying Fund, will have no voting rights or direct interest in the Underlying fund and will have no standing or recourse against the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser or their respective affiliates. The offering of Interests in the AlphaKeys Fund should not be considered an offering of interests in the Underlying Fund. Moreover, none of the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates has the right to participate in the control, management or operations of the Underlying Fund, and none of the foregoing has any discretion over the management of the Underlying fund. An investment in the AlphaKeys Fund is a speculative investment that entails significant risks. No representation or warranty is made that the AlphaKeys Fund or the Underlying Fund will achieve its investment objectives, implement its investment strategy or avoid substantial losses. Each Member must have the ability to bear the risk of loss of its entire investment. See "Section lit Risk Factors and Other Considerations" below. Conflicts of An investment in the AlphaKeys Fund involves potential conflicts of interest, ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001795 EFTA00237426 Interest Custodian, Record Keeper and Related Services Involuntary Termination of Member's Interest including that the Placement Agent may charge a Member a Placement Fee. In addition, certain affiliates of the Member Designee or the Administrator may receive investment banking fees from the Underlying Fund's portfolio companies and affiliates thereof and in respect of other transactions in which the Underlying Fund is involved. Moreover, in the regular course of business, certain affiliates of the Member Designee or the Administrator may be engaged to act as a financial advisor to a party or parties competing for the same or similar investments as the Underlying Fund. Furthermore, certain affiliates of the Member Designee or the Administrator may act as a lender to the AlphaKeys Fund, the Underlying Fund or its portfolio companies and, in such capacity, may have a liquidation preference over the Underlying Fund or may have interests that are divergent from the Underlying Fund. See "Section IV. Conflicts of Interest" and "— Other Fees and Expenses" and "— Placement Fee" above. Each prospective investor in the AlphaKeys Fund should carefully consider and evaluate such potential conflicts of interest prior to purchasing an Interest. Additionally, each prospective investor should carefully consider and evaluate such potential conflicts of interest as are described in the disclosure relating to risk factors and conflicts of interest in the Underlying Fund Memorandum (and in particular, should pay careful attention to the description of potential fees charged by the Underlying Fund under "Risk Factors and Potential Conflicts of Interest — Fees for Services" in the Underlying Fund Memorandum). A third party bank will serve as custodian of the AlphaKeys Fund's assets. In addition to the Administrator, the AlphaKeys Fund may, in its sole and absolute discretion, retain other persons (including Ernst & Young LLP and Citi Private Equity Services, Inc. or others) to perform certain administrative, accounting, portfolio, investor and other services for the AlphaKeys Fund at the AlphaKeys Fund's expense, including the preparation of reports to Members and the AlphaKeys Fund's tax returns, including Schedule K-1s. In consideration of such services, the AlphaKeys Fund will generally pay the service provider a fee which may be a flat fee or may be based on the average net assets of and/or the number of investors in the AlphaKeys Fund, subject to a monthly minimum. The AlphaKeys Fund will also reimburse the service provider for any out-of-pocket expenses. Fees paid to the service provider in such capacity will not reduce the Administrative Fee. In addition, the AlphaKeys Fund may engage other administrative service providers. The AlphaKeys Fund may terminate the Interest of any Member if the AlphaKeys Fund determines that the continued participation of such Member in the AlphaKeys Fund would be detrimental to the AlphaKeys Fund (including, without limitation, if the continued participation of such Member would cause the AlphaKeys Fund to be excluded from certain investments by the Underlying Fund). In addition, the AlphaKeys Fund may terminate the Interest of any Member who is a UBS employee if the continued participation of such Member is determined by the Member Designee to subject any of the AlphaKeys Fund, the Member Designee, or their respective affiliates to any adverse consequence under any laws, rules or regulations applicable to any of the AlphaKeys Fund, the Member Designee, or their respective affiliates. In the event of any termination of a Member's Interest, such Member (a) may be paid an amount equal to its Capital Account balance as of the termination date within ninety (90) days or as soon thereafter as the AlphaKeys Fund has available funds as determined by the Member Designee, in its sole and absolute discretion, which amount may be ER305378-MAXWELL -15- CONFIDENTIAL UBSTERRAMAR00001796 EFTA00237427 Death of a Member Amendments; Amendments in Respect of the Underlying Fund Restructuring Fiscal Year Reports significantly less than the amount such Member would receive if it held its Interest through the termination date of the AlphaKeys Fund or (b) may have its Interest sold or transferred to any other person or persons (including an affiliate of the Member Designee or the Administrator or in a transaction in which the Member Designee, the Administrator or one of their affiliates is acting as agent or principal) at whatever price or terms, in the Member Designee's sole and absolute discretion (with the net proceeds, if any, of such sale inuring to the benefit of such Member) and allowing the transferee of such Interest to assume such Member's unfunded Capital Commitment. If a Member dies, the recipient of the Interest of such Member will continue as a successor to such Member, provided, however, that the Member Designee may, in its sole and absolute discretion, terminate such Member's Interest upon five (5) days' prior written notice to such recipient of such Interest. In the event of any such termination of such Member's Interest, such Member (or successor) will be paid as described in "Involuntary Termination of Member's Interest" above. The LLC Agreement may be amended with the approval of (i) the Member Designee, (ii) the Administrator, and (iii) where applicable, a majority-in-interest of the Capital Commitments of non-Defaulting Members. A Member will be deemed to consent to a proposed amendment if the Member has received notice of such amendment and did not object thereto within a reasonable, and specifically disdosed, time period that is consistent with applicable law. Amendments increasing the obligation of any Member to make capital contributions to the AlphaKeys Fund or reducing any Member's capital account (in each case other than as permitted in the LLC Agreement) may not be made without the consent of any Members materially and adversely affected thereby or unless any such Member has received notice of such amendment and, in the case of a Member objecting to such amendment, a reasonable opportunity to withdraw its Interests. Amendments that (i) increase Member rights, including with respect to voting, or (ii) otherwise would not materially and adversely affect Members, will not require Member consent. The terms of the Underlying Fund, including the terms described herein, are subject to change. In the event of any such change to the terms of the Underlying Fund, as an investor in the Underlying Fund, the AlphaKeys Fund will be subject to such changed terms. The Member Designee may in the future, in its sole discretion and without notice to the Members, restructure the AlphaKeys Fund or the Member Designee in order to comply with laws or regulations (including, but not limited to, the Bank Holding Company Act of 1956, as amended (the "BHC Act")) or to reduce or eliminate the impact or applicability of any bank regulatory restrictions to which the Member Designee or the AlphaKeys Fund: (i) are subject, or (ii) will be subject upon engaging in a new business transaction. The AlphaKeys Fund's fiscal year will be the calendar year, unless the Code requires a year other than the calendar year to be used as the taxable year, in which case the fiscal year will be the taxable year required by the Code. The AlphaKeys Fund intends to deliver to the Members audited annual financial reports of the AlphaKeys Fund as soon as practicable after the condusion of the AlphaKeys Fund's fiscal year. Nevertheless, due to (a) a change in accounting rules or interpretations that may make it difficult for the Administrator or costly for the AlphaKeys Fund to provide audited financial reports or (b) the ER305378-MAXWELL -16- CONFIDENTIAL UBSTERRAMAR00001797 EFTA00237428 unavailability of necessary information from the Underlying Fund, the AlphaKeys Fund may deliver unaudited annual financial reports to Members. An annual audit of financial reports may only be completed once the AlphaKeys Fund receives audited financial statements from the Underlying Fund in respect of the same fiscal year. Consequently, the preparation of the AlphaKeys Fund's audited annual financial reports may occur later than would otherwise be the case. If the Underlying Fund is unable to complete its audit (or if the Underlying Fund issues a qualified audit report), the AlphaKeys Fund will be unable to complete its own audit (or the AlphaKeys Fund will have to issue a qualified audit report). In addition, Members may receive periodic reports regarding the AlphaKeys Fund's operations. To the extent that such reports reflect valuations of investments made by the Underlying Fund, such valuations may be based on information provided by the Underlying Fund. Such valuations are subjective in nature and may not conform to any particular valuation standard. Audited financial reports, as well as other financial reports of the AlphaKeys Fund, will be prepared in accordance with such accounting method as the Administrator determines in its sole and absolute discretion is in the best interest of the AlphaKeys Fund, which may not be in accordance with U.S. generally accepted accounting principles. The AlphaKeys Fund will adopt the accrual method for tax accounting purposes or any other accounting method permitted by the Code which the Administrator determines in its sole and absolute discretion is in the best interest of the AlphaKeys Fund. Each Member will be furnished information on Schedule K-1 for preparation of its respective U.S. federal income tax returns. In order for the AlphaKeys Fund to furnish such information and complete its tax reporting obligations, the AlphaKeys Fund must, among other things, receive timely information from the Underlying Fund. The Schedule K-1s will not be available prior to April 15 and accordingly, Members may need to obtain extensions for the filing of their own individual tax returns. See "Section V. Certain Material U.S. Federal Income Tax Considerations." Indemnification None of the Administrator, the Member Designee or their affiliates, or their respective current or former shareholders, directors, officers, trustees, partners, members, employees, managers or agents of any of them (each, a "Covered Person") will be liable to the AlphaKeys Fund or any Member for any act or omission, induding any mistake of fad or error in the performance of services to the AlphaKeys Fund, except for any such act or omission constituting fraud, willful misfeasance, conviction of a felony, willful violation of law, gross negligence, or reckless disregard of duties in the conduct of such person's office, in each case having a material adverse effect on the AlphaKeys Fund ("Dating Conduct"). The AlphaKeys Fund (and not any Covered Person), will (i) be responsible for any losses resulting from "trading" errors and similar human errors, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the obligations and duties of any Covered Person or (ii) receive the gain from such errors, as the case may be. The AlphaKeys Fund will indemnify Covered Persons against all claims, damages, liabilities, costs and expenses, induding legal fees and expenses, to which they may be or become subject by reason of their activities on behalf of the AlphaKeys Fund or otherwise relating to the LLC Agreement or the Administrative Services Agreement, except to the extent that such claims, damages, liabilities, costs or expenses are finally determined by a non-appealable judgment to have resulted primarily from such person's Disabling Conduct. See ER305378-MAXWELL -17- CONFIDENTIAL UBSTERRAMAR00001798 EFTA00237429 "—Return of Distributions" above. Expenses incurred by a Covered Person in defense or settlement of any claim that may be subject to a right of indemnification hereunder may be advanced by the AlphaKeys Fund to such Covered Person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if a court of competent jurisdiction determines in a non-appealable judgment that the Covered Person was not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein will be cumulative with, and in addition to, any and all rights to which such Covered Persons may otherwise be entitled by contract or as a matter of law or equity and will extend to such Covered Person's successors, assigns, heirs and legal representatives. The above will not be construed to provide indemnification for any liability to the extent that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law. In addition, the AlphaKeys Fund, like all other investors of the Underlying Fund, will agree to indemnify the Underlying Fund General Partner, the Underlying Fund Adviser and/or any of their affiliates as more fully described in the Underlying Fund Memorandum. Any costs or liabilities associated with such indemnification will be borne by the AlphaKeys Fund (and thus, the Members). Moreover, the AlphaKeys Fund indemnifies the Placement Agent under certain circumstances, as set forth in the Placement Agreement. Default In the event that the AlphaKeys Fund fails to make a capital contribution (in whole or in part) to the Underlying Fund in a timely manner as a result of the failure of a Member to make a Capital Contribution to the AlphaKeys Fund, (a) such failure could cause the AlphaKeys Fund in its entirety to be in default under the Underlying Fund Operating Document and (b) the Underlying Fund may impose certain remedies, including without limitation, forcing the AlphaKeys Fund to forfeit a portion or all of its interest in the Underlying Fund (the "Fund Defaulted Interest") which may materially and adversely affect non-Defaulting Members in the AlphaKeys Fund. If the AlphaKeys Fund were to forfeit all or any portion of its interest in the Underlying Fund because of one or more Member defaults, all Members in the AlphaKeys Fund could be adversely impacted by (i) losing some or all of their indirect investment in the Underlying Fund or (ii) bearing all or some of the costs of such defaults as Fund Expenses. Notwithstanding the foregoing, in the event that the Underlying Fund takes action in respect of any Fund Defaulted Interest, the Member Designee will have broad discretion to amend the LLC Agreement to attempt to ensure that any action taken by the Underlying Fund in respect of the AlphaKeys Fund Defaulted Interest will only adversely affect the Interest of the Defaulting Member in the AlphaKeys Fund. If any Member fails to make all or any portion of any Capital Contribution when due (a "Default"), then such Member may be designated by the Member Designee as in default under the LLC Agreement (a "Defaulting Member"). Notwithstanding the foregoing, if any Member fails to make all or any portion of such Capital Contribution when due, such Member may be assessed a late fee or other charge (including, without limitation, interest) on such outstanding amount in an amount to be determined in the sole and absolute discretion of the Member Designee, in accordance with commercially reasonable standards, for each day all or any portion of such Capital Contribution is outstanding. With respect to any Capital Contribution (or portion thereof) that is subject to a ER305378-MAXWELL -18- CONFIDENTIAL UBSTERRAMAR00001799 EFTA00237430 Default (the "Defaulted Amount") the Member Designee may (i) increase the Capital Contributions of the Members that have made their corresponding Capital Contributions, pro rata based on the Capital Contributions of the non- defaulting Members, to the extent necessary to fund the Defaulted Amount, (ii) cause the AlphaKeys Fund to obtain (through a borrowing or otherwise) such amounts as are necessary to fund the Defaulted Amount, the cost of which may be assessed to the Defaulting Member provided that, in the event that the AlphaKeys Fund is unable to recover such amounts from the Defaulting Member, the Members may bear such amounts as Fund Expenses. The AlphaKeys Fund will have the right to bring legal action against a Defaulting Member to collect the Capital Contributions due to the AlphaKeys Fund plus legal fees and other costs, expenses and liabilities incurred by the AlphaKeys Fund (including any such costs, expenses and liabilities imposed by the Underlying Fund against the AlphaKeys Fund) in connection with the Default, as well as a late fee on the defaulted amount and any other amounts not timely paid in an amount to be determined in the sole and absolute discretion of the Member Designee in accordance with commercially reasonable standards, for each day all or any portion of such amounts are outstanding. In addition, a Defaulting Member may, at the discretion of the AlphaKeys Fund, with respect to all or some of its Interest, be subject to any (or any combination) of the following remedies: (i) having its Capital Account frozen, (ii) having to bear up to the full amount of any losses incurred by the AlphaKeys Fund due to its Default, to the extent of its Capital Account, but not share in any income or gain, (iii) being prohibited from sharing in any future capital call with respect to its Capital Commitment, (iv) having its Interest sold or transferred to any other person or persons who may be admitted as a substitute Member (induding the Member Designee, the Administrator or one of their affiliates or in a transaction in which the Member Designee, the Administrator or one of their affiliates is acting as agent or principal) at whatever price or terms, in the Member Designee's sole and absolute discretion (with none of the proceeds, if any, of such sale inuring to the benefit of the Defaulting Member) and allowing the transferee of such Interest to assume the Defaulting Member's unfunded Capital Commitment, (v) having its Interest reallocated among non-Defaulting Members on terms established by the Member Designee in its sole and absolute discretion, (vi) having its obligations to pay its pro rata share of organizational and other Fund Expenses continue as if the Default had not occurred, (vii) having its remaining unfunded Capital Commitment accelerated, (viii) having amounts otherwise distributable to it applied in satisfaction of any amounts payable by it, (ix) having its Sharing Percentage reduced to zero, (x) having the amount of such Default withdrawn from any account maintained by it with any affiliate of the Member Designee or the Administrator to the extent of available funds thereof, (xi) having a lender (including the Member Designee, the Administrator and their affiliates) lend to it all or any part of the funds required of the Defaulting Member as further described in the LLC Agreement, (xii) forfeiting its Interest in the AlphaKeys Fund in full, and/or (xiii) being subject to any other remedy available under sections 18-306 and 18-5O2(c) of the Delaware Limited Liability Company Act, 6 Del C. § 18-101 et seq., at law or in equity to the AlphaKeys Fund. The Member Designee reserves the right, in its sole and absolute discretion, to implement any one or a combination of the above remedies, including remedies that may benefit the Member Designee, the Administrator and their affiliates to the exclusion of the AlphaKeys Fund or any non-Defaulting Members. ER305378-MAXWELL -19- CONFIDENTIAL UBSTERRAMAR00001800 EFTA00237431 Power of Attorney Limited Liability Certain Material U.S. Federal Income Tax Considerations Under the LLC Agreement, the Member Designee is granted an irrevocable power of attorney to sign on behalf of each Member (i) any amendments to the certificate of formation of the AlphaKeys Fund, certain amendments to the LLC Agreement, as well as any instruments, documents and certificates as may be required by law from time to time to effect, implement or continue the existence of the AlphaKeys Fund and (ii) any instruments, documents and certificates as may be necessary or advisable to effect or implement the transactions described under "Parallel Funds", "Alternative Vehides" and "Cayman Vehicle" above. Members will be members of a limited liability company as provided under Delaware law. Except as otherwise provided under Delaware law, in the LLC Agreement and under "Return of Distributions" above, a Member will only be liable for the debts, obligations or liabilities of the AlphaKeys Fund to the extent of such Member's Capital Contributions and unfunded Capital Commitment. In addition, each Member (or former Member) will be obligated to make payments to, or return to the AlphaKeys Fund pursuant to the LLC Agreement, any funds wrongfully distributed to the Member (or former Member) or as may otherwise be required under applicable law. The AlphaKeys Fund expects to be classified as a partnership for U.S. federal income tax purposes. Because of this dassification, subject to the discussion under "Tax Returns and Audits" in "Section V. Certain Material U.S. Federal Income Tax Considerations" below, the AlphaKeys Fund generally will not be subject to U.S. federal income tax, and each Member will be allocated its share of the items of income, gain, loss, deduction and credit (including any foreign tax credits) of the AlphaKeys Fund (including the AlphaKeys Fund's allocable share of the Underlying Fund's items), regardless of the amount of distributions, if any, that are made by the AlphaKeys Fund to such Member. As a result, Members may incur income tax liabilities in excess of any distributions to and from the AlphaKeys Fund. The Member Designee, or another Member appointed by the Member Designee, will serve as the "tax matters partner" and "partnership representative" for the AlphaKeys Fund. The AlphaKeys Fund is not required and does not intend to make cash distributions to Members in amounts sufficient to cover the U.S. federal income, state or other tax liabilities of Members with respect to their allocable share of Fund income and gain. An investment in the AlphaKeys Fund may have the effect of requiring a Member to file income or other tax returns in state and local jurisdictions, as well as in non-U.S. jurisdictions, in which the AlphaKeys Fund or the Underlying Fund conducts or is deemed to conduct business. The AlphaKeys Fund will not be required to make or prepare on behalf of its Members any filings, applications or returns in jurisdictions in which the AlphaKeys Fund makes indirect investments through the Underlying Fund with respect to withholding or other taxes. To the extent withholding or other taxes are imposed by a non-U.S. jurisdiction, it is possible that tax conventions between such jurisdictions and the U.S. might reduce or eliminate certain of such taxes. It is also possible that in some cases certain Members may be entitled to claim foreign tax credits or deductions with respect to such taxes, subject to certain limitations under applicable law. Each prospective investor is urged to consult his, her or its tax advisors regarding such tax return filing obligations, withholding, credits and deductions. ER305378-MAXWELL -2O- CONFIDENTIAL UBSTERFtAMAR00001801 EFTA00237432 UBTI and Other Tax-Exempt Members ERISA Considerations Counsel to the Administrator and the AlphaKeys Fund Independent Auditors Custodian Each Member will be furnished information on Schedule K-1 for preparation of such member's individual U.S. federal income tax returns. In order for the AlphaKeys Fund to furnish such information and complete its tax reporting obligations, the AlphaKeys Fund must, among other things, receive timely information from the Underlying Fund. THE SCHEDULE K-1s WILL NOT BE AVAILABLE PRIOR TO APRIL 15 AND ACCORDINGLY, MEMBERS MAY NEED TO OBTAIN EXTENSIONS FOR THE FILING OF THEIR OWN INDIVIDUAL TAX RETURNS. The taxation of partners and partnerships is complex. Each prospective investor is urged to consult his, her or its own tax advisor as to the tax consequences of an investment in the AlphaKeys Fund. See "Section V. Certain Material U.S. Federal Income Tax Considerations." Investments made by the Underlying Fund may generate "unrelated business taxable income" ("UBTI") under Section 512 of the Code. Any UBTI recognized by the Underlying Fund would flow through to the AlphaKeys Fund and to any Member subject to tax pursuant to Section 511 of the Code. A qualified retirement plan or other tax-exempt investor may be required to make payments, including estimated payments, and file an income tax return for any taxable year in which it has UBTI. To file an income tax return, it may be necessary for a qualified retirement plan or other tax-exempt entity to obtain an employer identification number. The AlphaKeys Fund will not structure its investments or alter its activities so as to avoid UBTI. In particular, the AlphaKeys Fund will not be obligated to hold any portion of its investment in the Underlying Fund through any parallel fund or non-U.S. feeder vehicle. Since neither the AlphaKeys Fund nor the Underlying Fund (with respect to the AlphaKeys Fund's investment) are required to avoid generating UBTI, tax-exempt investors may recognize a significant amount of UBTI as a result of an investment in the AlphaKeys Fund and, accordingly, are strongly urged to consult their own tax advisors regarding the advisability of an investment in the AlphaKeys Fund. See "Section V. Certain Material U.S. Federal Income Tax Considerations." In order to seek to prevent the assets of the AlphaKeys Fund from being deemed "plan assets" subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the AlphaKeys Fund intends to limit ownership of the Interests by "Benefit Plan Investors" (as defined elsewhere herein) to less than 25% of the total Interests, disregarding for purposes of such calculation any interests owned by any person (excluding any Benefit Plan Investor) having discretionary control of the assets of the AlphaKeys Fund or rendering investment advice to the AlphaKeys Fund for a fee, and their affiliates (collectively, "Disregarded Parties"). See "Section VI. Regulatory Considerations" below. Compliance with this 25% rule may require the AlphaKeys Fund to limit the transferability of Interests to Benefit Plan Investors or to Disregarded Parties. Ropes & Gray LLP Ernst & Young LLP The Bank of New York Mellon ER305378-MAXWELL -21- CONFIDENTIAL UBSTERFtAMAR00001802 EFTA00237433 ER305378-MAXWELL -22- CONFIDENTIAL UBSTERFtAMAR00001803 EFTA00237434 III. RISK FACTORS AND OTHER CONSIDERATIONS An investment in the AlphaKeys Fund involves the risk of the loss of capital. No guarantee or representation is made that either the AlphaKeys Fund or the Underlying Fund will achieve its investment objectives. Any losses by the AlphaKeys Fund will be borne solely by the Members and not by the Member Designee, the Administrator or their affiliates. There can be no assurance that investors will realize any profits from an investment in the AlphaKeys Fund. Members in the AlphaKeys Fund will risk the loss of some or all of their investment. Because an investment in the AlphaKeys Fund involves significant risks, prospective investors should carefully consider the risks involved before subscribing. The considerations set forth below and in the risk conflicts of interest and tax and other regulatory disclosure in the Underlying Fund Memorandum should be carefully evaluated before making an investment in the AlphaKeys Fund. The information set forth in the Underlying Fund Memorandum (i) has not been independently verified by the AlphaKeys Fund, the Member Designee, the Administrator or any of their respective affiliates and (ii) does not necessarily reflect the views or opinions of UBS or any of its affiliates. No Assurance of Investment Return The AlphaKeys Fund is intended for long-term investors who can accept the significant risks associated with investing in illiquid securities. There can be no assurance that the AlphaKeys Fund will achieve its investment objective. Investors should be aware that prior performance of investment entities associated with Blackstone, entities associated with the Underlying Fund's investment professionals, and/or funds managed by the Underlying Fund Adviser and its affiliates are not indicative of future results. The Interests are not deposits in, obligations of, or guaranteed or endorsed by, the Member Designee, the Administrator or any of their affiliates or any U.S. or non-U.S. depository institution. The Interests are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board (the "Federal Reserve") or any other U.S. or non-U.S. governmental agency. The possibility of partial or total loss of the AlphaKeys Fund capital will exist, and prospective investors should not subscribe unless they can readily bear the consequences of such loss. The AlphaKeys Fund intends to own a limited partner interest in the Underlying Fund, which is also intended for long-term investors who can accept the significant risks associated with investing in illiquid assets. Accordingly, an investment in the AlphaKeys Fund should only be considered by persons who can afford a loss of their entire investment. Capital Commitments Are Not Expected to Be Capped at Investor Application Amount Each Member is expected to be required to make Excess Contributions. The AlphaKeys Fund may invest all Capital Commitments in the Underlying Fund. As a result, the extent to which a Member will be required to make certain Excess Contributions will depend on the percentage of aggregate capital commitments called by the Underlying Fund (for example, if the Underlying Fund calls 100% of commitments, each Member's share, if any, of applicable AlphaKeys Fund-level Fees and Expenses and the Underlying Fund Management Fee and Underlying Fund organizational expenses would be in addition to such Member's Capital Commitment). The extent to which a Member will be required to make Excess Contributions will depend on the amount of AlphaKeys Fund-level Fees and Expenses and the Underlying Fund Management Fee and Underlying Fund organizational expenses charged. The organizational expenses charged by the Underlying Fund may be capped. No Recourse Against the Underlying Fund Members will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund and will have no standing or recourse against the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone, their respective affiliates or any of ER305378-MAXWELL -23- CONFIDENTIAL UBSTERRAMAR00001804 EFTA00237435 their respective general partners, managers, investment advisors, officers, directors, employees, partners or members. Limited Rights to Vote or Participate Except as otherwise described below, in the event that there is an issue to be voted upon by the limited partners of the Underlying Fund, the Member Designee, in its discretion, and not the Members, will determine how the AlphaKeys Fund's interest in the Underlying Fund will be voted. The Member Designee will determine whether the AlphaKeys Fund should vote "yes", "no" or abstain from voting, in its sole discretion. In addition, Members will have no opportunity to participate directly in the day-to-day operations of the AlphaKeys Fund. In addition, the AlphaKeys Fund expects to refrain from voting on the selection, approval or disposition of any investment in any depository institution or other financial company to the extent it deems advisable to do so under the BHC Act. (See "Bank Holding Company Act Considerations" below.) Terms of the Underlying Fund The terms of the Underlying Fund are subject to change. There can be no assurances that the partners of the Underlying Fund will not further amend the Underlying Fund Operating Document. None of the AlphaKeys Fund, the Member Designee or the Administrator will have the ability to unilaterally block any amendment of the Underlying Fund Operating Document. None of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, the Member Designee, the Administrator or their respective affiliates will have any liability or responsibility to any Member for any changes to the terms of the Underlying Fund. The Member Designee and the Administrator are under no obligation to revise or supplement this Memorandum, notwithstanding any amendments to the Underlying Fund Operating Document. Lack of Operating History; Unspecified Investments The AlphaKeys Fund is newly formed and has no operating or investment history. The Underlying Fund also has no operating or investment history. The performance of other private funds managed by the Underlying Fund Adviser or its affiliates cannot be relied upon as an indicator of the Underlying Fund's future performance or its success. The AlphaKeys Fund, as an investor in the Underlying Fund, must rely on personnel of the Underlying Fund General Partner and the Underlying Fund Adviser and its affiliates to identify, structure and implement investments consistent with the investment objectives and policies of the Underlying Fund. Restrictions on Transfer and Withdrawal Interests in the AlphaKeys Fund have not been registered under federal or state securities laws or the laws of any other jurisdiction and are subject to restrictions on transfer contained in such laws and in the LLC Agreement. Generally, a Member will not be permitted to sell, transfer or pledge its Interest. However, certain voluntary transfers may be approved in limited circumstances in the Member Designee's sole discretion and subject to the AlphaKeys Fund's compliance with certain tax obligations. There is no public market for Interests in the AlphaKeys Fund and none is expected to develop. Pursuant to the terms of the LLC Agreement, a Member generally may not make full or partial withdrawals from the AlphaKeys Fund. Furthermore, pursuant to the terms of the Underlying Fund Operating Document, the AlphaKeys Fund cannot make full or partial withdrawals from the Underlying Fund except in limited circumstances. Unregistered Investment Company Act Status Neither the AlphaKeys Fund nor the Underlying Fund is registered under the Investment Company Act. The Investment Company Act provides certain protections to investors and imposes certain ER305378-MAXWELL -24- CONFIDENTIAL UBSTERRAMAR00001805 EFTA00237436 restrictions on registered investment companies, none of which will be applicable to the AlphaKeys Fund or the Underlying Fund. Multiple Levels of Fees; Effect of Temporary Investments on Returns; Expenses The AlphaKeys Fund and the Underlying Fund impose administrative or management fees, custodial, accounting and other service fees, as well as other expenses. The Underlying Fund also imposes a carried interest distribution. A Member of the AlphaKeys Fund that does not invest through the Advisory Class may also be subject to a Placement Fee of two percent (2%) of such Member's Capital Commitment, subject to waiver by the Placement Agent in limited circumstances. The returns of the AlphaKeys Fund will be lower, and may be materially lower, than the returns at the Underlying Fund level. Performance shown in the Underlying Fund Memorandum does not include the AlphaKeys Fund-level Fees and Expenses or the Placement Fee (if charged). Such fees will reduce returns. Returns for the AlphaKeys Fund may also differ from the returns of the Underlying Fund as a result of funds invested in Temporary Investments by the AlphaKeys Fund and delayed distributions by the AlphaKeys Fund to its investors. Different Classes of Interests may Yield Different Levels of Compensation The Member Designee and/or its affiliates may receive compensation from the Underlying Fund in connection with Members' indirect investments in the Underlying Fund. This compensation may vary depending upon whether a Member is purchasing Advisory Class Interests or Brokerage Class Interests. Accordingly, the Member Designee and/or its affiliates may receive different levels of compensation in connection with investments by Members in the Advisory Class Interests, on the one hand, and Members in the Brokerage Class Interests, on the other hand. Moreover, UBSFS and/or its affiliates may have a greater incentive to recommend an investment in the AlphaKeys Fund to an investor who will invest in a class of Interests that will yield a relatively higher level of compensation. In addition, as clients of UBSFS, Members who invest in the Advisory Class Interests have an arrangement with UBSFS to directly compensate UBSFS for UBSFS's advisory services. Depending upon each such Member's assets under management, among other factors, certain of these Members may compensate UBSFS at higher levels than other such Members. Accordingly, the Member Designee and/or its affiliates may receive different levels of compensation in connection with investments by some Members in the Advisory Class Interests than they receive in connection with investments by other Members in the Advisory Class Interests. Investment by the AlphaKeys Fund in the Underlying Fund The AlphaKeys Fund may make multiple investments at different times in the Underlying Fund. Under the terms of the Underlying Fund Partnership Agreement, limited partners admitted to the Underlying Fund more than six (6) months after the effective date of the Underlying Fund do not participate in investments made prior to their admission. Accordingly, the AlphaKeys Fund may not participate in all investments of the Underlying Fund and may participate in investments in the Underlying Fund in a manner that is not pro rata to its aggregate commitment to the Underlying Fund. However, the Members generally will participate in the entire commitment of the AlphaKeys Fund to the Underlying Fund in a manner that is pro rata to their capital commitments to the AlphaKeys Fund. Default of Members Interest — Failure to Honor a Capital Call If a Member fails to honor a capital call, the AlphaKeys Fund, in its sole discretion, may impose remedies in respect of such Member, which may involve forfeiture and/or sale of all or a portion of such Member's Interest in the AlphaKeys Fund without any consideration payable to the Defaulting ER305378-MAXWELL -25- CONFIDENTIAL UBSTERFtAMAR00001806 EFTA00237437 Member. See "Section II. Summary of Principal Terms of the AlphaKeys Fund — Default." If the AlphaKeys Fund fails to satisfy any capital call by the Underlying Fund for any reason (induding as a result of any Member's failure to honor a capital call by the AlphaKeys Fund), the Underlying Fund may take actions against the AlphaKeys Fund, including forfeiture of a portion or all of the AlphaKeys Fund's interest in the Underlying Fund. These actions may adversely affect the AlphaKeys Fund and the non-Defaulting Members. If the AlphaKeys Fund were to forfeit all or any portion of its interest in the Underlying Fund because of one or more Member defaults, all Members in the AlphaKeys Fund could be adversely impacted by (i) losing some or all of their indirect investment in the Underlying Fund or (ii) bearing all or some of the costs of such defaults as Fund Expenses. The AlphaKeys Fund may fail to meet a capital call by the Underlying Fund if a Member fails to honor a capital call by the AlphaKeys Fund and such shortfall is not made up by the other Members, a new investor, a borrowing or otherwise, as applicable. In addition, a Member that defaults on its obligation to indemnify the AlphaKeys Fund for certain taxes paid on its behalf by the AlphaKeys Fund as described in the LLC Agreement will be subject to the same default provisions as if it were a Capital Contribution default by such Member. In addition, the Underlying Fund may also require the AlphaKeys Fund to make an additional capital contribution in respect of a defaulted amount by another limited partner in the Underlying Fund, subject to certain limitations. For a more detailed description of the Underlying Fund's default terms, see the Underlying Fund Memorandum. Currency Risk The Underlying Fund's assets generally will be denominated in Euros (and all Underlying Fund calculations, including without limitation with respect to allocations, distributions, rates of return and the clawback, will be made in Euros), whereas the AlphaKeys Fund's capital commitment and capital contributions to the Underlying Fund will be denominated in U.S. dollars. In addition, the Underlying Fund may make portfolio investments based on the currency where the proposed portfolio investment is located, which may not be in Euros. As a result, the AlphaKeys Fund's share of returns realized on any Underlying Fund investment, and the value of its investment in the Underlying Fund generally, may be adversely affected by movements in currency exchange rates, costs of conversion and other factors affecting currency values (induding trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, the imposition or modification of foreign currency control regulations and political developments). Moreover, the Underlying Fund may incur costs when converting the currency of an Underlying Fund investment or obligation into Euros. Furthermore, the Underlying Fund limited partners investing in the Underlying Fund in U.S. dollars, induding the AlphaKeys Fund, will bear their pro rata share of the costs associated with the conversion of Euros into U.S. dollars. The Underlying Fund may, but is not required to, manage currency exposures into Euros in particular countries that do not use the Euro as their primary currency by using hedging strategies, but there can be no assurance such strategies will be implemented, or if implemented, will be effective. Temporary Investments A significant portion of the amounts contributed to the AlphaKeys Fund by Members may be held in Temporary Investments for some period of time. Temporary Investments may be adversely affected by tax, legislative, regulatory, credit, political or government changes, interest rate increases and the financial condition of issuers, which may pose credit risks that result in issuer default. Repayment of Distributions The AlphaKeys Fund may require the Members (including any former Members) to return distributions pro rata in accordance with their Sharing Percentages (i) in order to satisfy the debts, liabilities and obligations (including, without limitation, indemnification obligations and a Member's obligation to make Capital Contributions as described in "Section II. Summary of Principal Terms of ER305378-MAXWELL -26- CONFIDENTIAL UBSTERRAMAR00001807 EFTA00237438 the AlphaKeys Fund — Capital Calls", (including, without limitation, in respect of the Administrative Fee)) of the AlphaKeys Fund, whether such debts, liabilities and obligations arise before or after the last day of the term of the AlphaKeys Fund or, with respect to a Member, before or after such Member's withdrawal from the AlphaKeys Fund, or (ii) if the Underlying Fund requires the AlphaKeys Fund to return any amounts previously distributed to the AlphaKeys Fund and that the AlphaKeys Fund has in turn distributed to the Members (including any former Members). See "Section II. Summary of Principal Terms of the AlphaKeys Fund — Return of Distributions" above. Involuntary Liquidation of a Member's Interest The AlphaKeys Fund may terminate the Interest of any Member in the AlphaKeys Fund upon five (5) days' prior written notice to such Member (i) in the event of the death of such Member or (ii) if the Member Designee determines that the continued participation of such Member in the AlphaKeys Fund would be detrimental to the AlphaKeys Fund (induding, without limitation, if the continued participation of such Member would cause the AlphaKeys Fund to be excluded from certain investments by the Underlying Fund). In addition, the AlphaKeys Fund may terminate the Interest of any Member who is a UBS employee if the continued participation of such Member is determined by the Member Designee to subject any of the AlphaKeys Fund, the Member Designee, or their respective affiliates to any adverse consequence under any laws, rules or regulations applicable to any of the AlphaKeys Fund, the Member Designee or their respective affiliates. In the event of any such termination of a Member's Interest, such Member (a) may be paid an amount equal to its Capital Account balance as of the termination date within ninety (9O) days or as soon thereafter as the AlphaKeys Fund has available funds as determined by the Member Designee, in its sole and absolute discretion, which amount may be significantly less than the amount such Member would receive if it held its Interest through the termination date of the AlphaKeys Fund or (b) may have its Interest sold or transferred to any other person or persons (induding the Member Designee, the Administrator or one of their affiliates or in a transaction in which the Member Designee, the Administrator or one of their affiliates is acting as agent or principal) at whatever price or terms, in the Member Designee's sole and absolute discretion (with the net proceeds, if any, of such sale inuring to the benefit of such Member) and allowing the transferee of such Interest to assume such Member's unfunded Capital Commitment. If, as determined by the Member Designee in its sole discretion, the AlphaKeys Fund fails to attract enough Members to warrant the fee structure or if there is a material change to the terms of the Underlying Fund prior to the AlphaKeys Fund's commitment thereto, then, notwithstanding that a Member's subscription has been accepted and that such Member has made a Capital Contribution to the AlphaKeys Fund, (i) the AlphaKeys Fund may elect not to invest in the Underlying Fund and may elect to dissolve and (ii) the AlphaKeys Fund may elect to return any amounts previously debited from the Members, plus any interest thereon, and such Member's Interest may be terminated. Classes of Interests in the Underlying Fund are Not Separate Legal Entities Although investors of the Underlying Fund, including the AlphaKeys Fund, may hold separate classes of interests of the Underlying Fund, the Underlying Fund is a single legal entity and creditors of the Underlying Fund may enforce claims against all assets of the Underlying Fund. Thus, all assets of the Underlying Fund may be available to meet all liabilities of the Underlying Fund regardless if any particular liability is attributable to only one or less than all classes or series of shares (e.g., currency hedges). As an investor in the Underlying Fund, the AlphaKeys Fund may be subject to these same risks with respect to its interests in the Underlying Fund and any other class of interests in which the AlphaKeys Fund does not invest. Side Letters and Other Agreements with Clients The Member Designee may enter into side letters or other similar agreements with a particular investor without the approval of other investors of the AlphaKeys Fund. Any such side letter would have the effect of establishing rights under, altering or supplementing the terms of the LLC ER305378-MAXWELL -27- CONFIDENTIAL UBSTERRAMAR00001808 EFTA00237439 Agreement or Investor Application with respect to such investor in a manner different from, and possibly more favorable to, such investor than those applicable to other investors. Such rights or terms in any such side letter or similar agreement may include, without limitation, (i) different notice periods or minimum initial and continuing investment amounts, (ii) the agreement of the Member Designee to extend certain information rights or additional diligence, valuation or reporting rights to such investor, including, without limitation, to accommodate special regulatory or other circumstances of such investor, (iii) waiver or modification of certain confidentiality obligations of such investor, (iv) waiver or modification of certain fee obligations of such investor, (v) consent of the Member Designee to certain transfers by such investor or other exercises by the Member Designee of its discretionary authority under the LLC Agreement in certain respects for the benefit of such investor, (vi) restrictions on, or special rights of such investor with respect to the activities of the Member Designee and its affiliates, (vii) special rights of such investor with respect to withdrawals, (viii) additional obligations and restrictions on the Member Designee and the AlphaKeys Fund with respect to the structuring of investments in light of the legal, tax and regulatory considerations of such investor or (ix) other rights or terms necessary in light of particular legal, regulatory, public policy or other characteristics of such investor. The terms of any such side letter or similar agreement will not be disclosed to other investors unless the Member Designee, in its sole discretion, otherwise determines. Any rights or terms so established in a side letter with an investor will govern solely with respect to such investor. To the extent determined appropriate by the AlphaKeys Fund, an investor that enters into a side letter or other agreement may be issued a new class, tranche or series (or sub-series) of Interests in the AlphaKeys Fund. Annual Income Tax Information Each Member will be furnished information on a Schedule K-1 for preparation of such Member's individual U.S. federal income tax return. In order for the AlphaKeys Fund to furnish such information and complete its tax reporting obligations, the AlphaKeys Fund must, among other things, receive timely information from the Underlying Fund. The Schedule K-1s will not be available prior to April 15 and accordingly, Members may need to obtain extensions for the filing of their own individual tax returns. Reports and Certain Accounting Matters The AlphaKeys Fund will use reasonable efforts to deliver to the Members audited annual financial reports of the AlphaKeys Fund as soon as practicable after the AlphaKeys Fund receives the necessary information from the Underlying Fund after the conclusion of the AlphaKeys Fund's fiscal year. Nevertheless, due to (a) a change in accounting rules or interpretations that may make it difficult for the Administrator or costly for the AlphaKeys Fund to provide audited financial reports or (b) the unavailability of necessary information from the Underlying Fund, the AlphaKeys Fund may deliver unaudited annual financial reports to Members. An annual audit of financial reports may only be completed once the AlphaKeys Fund receives audited financial statements from the Underlying Fund in respect of the same fiscal year. Consequently, the preparation of the AlphaKeys Fund's audited annual financial reports may occur later than would otherwise be the case. Furthermore, if the Underlying Fund is unable to complete its audit (or if the Underlying Fund issues a qualified audit report), the AlphaKeys Fund will be unable to complete its own audit (or the AlphaKeys Fund will have to issue a qualified audit report). In addition, Members may receive periodic reports regarding the AlphaKeys Fund's operations. To the extent that such reports reflect valuations of investments made by the Underlying Fund, such valuations may be based on information provided by the Underlying Fund. Such valuations are subjective in nature and may not conform to any particular valuation standard. Neither the Administrator nor the AlphaKeys Fund will have the obligation or responsibility to review, verify, evaluate or otherwise pass judgment upon such valuations. The AlphaKeys Fund will adopt the accrual method for tax accounting purposes or any other accounting method permitted by the Code which the Administrator determines in its sole discretion is in the best interest of the AlphaKeys Fund. ER305378-MAXWELL -28- CONFIDENTIAL UBSTERRAMAR00001809 EFTA00237440 Tax Liabilities in Excess of Cash Distributions Due to potential timing differences between income recognition for tax purposes and actual cash distributions by the AlphaKeys Fund, a Member may incur income tax liabilities in excess of actual cash distributions made prior to the date such liabilities arise or such taxes are due. For a discussion of other tax risks see "Section V. Certain Material U.S. Federal Income Tax Considerations." Tax-Exempt Investors and UBTI Tax-exempt investors may recognize UBTI from the AlphaKeys Fund for U.S. federal income tax purposes and any such amounts of UBTI could be significant. See "Section V. Certain Material U.S. Federal Income Tax Considerations." Taxation Relating to Limited Liability Company Status It is possible that some jurisdictions may impose taxes with respect to the AlphaKeys Fund's income or investments which might not be imposed if the AlphaKeys Fund were organized as a partnership rather than a limited liability company. State, Local and Non-U.S. Tax Filing An investment in the AlphaKeys Fund may have the effect of requiring a Member to file income or other tax returns in state and local jurisdictions, as well as in certain non-U.S. jurisdictions, in which the AlphaKeys Fund or the Underlying Fund conducts or is deemed to conduct business. Bank Holding Company Act Considerations The Member Designee is, for purposes of the BI-IC Act, a subsidiary of UBS AG, which is subject to supervision and regulation by the Federal Reserve. It is not expected that UBS AG will be deemed to control the AlphaKeys Fund for purposes of the BHC Act. In discharging its responsibilities as the Member Designee, the Member Designee and the AlphaKeys Fund will observe limitations arising from the BHC Act applicable to the Member Designee or the AlphaKeys Fund. To the extent it deems it advisable under the BHC Act, the Member Designee also intends to seek the approval from the Members by negative consent with respect to any vote presented by the Underlying Fund if the AlphaKeys Fund holds an interest in the Underlying Fund of more than 24.99% of the total capital contributions to the Underlying Fund or where such consent or waiver pertains to the selection, approval or disposition of portfolio company investments (other than investments in depository institutions or other financial companies where the lower threshold, noted above, would apply). The AlphaKeys Fund expects to vote in accordance with the Member Designee's recommendations on such matters unless, with respect to any matter on which the Members are entitled to vote, at least a majority of the Members duly object. If the AlphaKeys Fund holds an interest in the Underlying Fund of more than 24.99% of the total capital contributions to the Underlying Fund, the AlphaKeys Fund intends to limit its participation in any depository institution or other financial company to not more than 9.99% of any class of voting securities thereof. The Member Designee intends to request that the Underlying Fund limit the AlphaKeys Fund's ownership interest in the Underlying Fund to not more than one-third of the total capital contributions of the Underlying Fund. In addition, the AlphaKeys Fund expects to refrain from voting on the selection, approval or disposition of any investment in any depository institution or other financial company to the extent it deems advisable to do so under the BHC Act. The Member Designee reserves the right to rely on any regulatory or statutory provisions and available exemptions under the BHC Act, and to take all reasonable steps deemed necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Member Designee to comply with such regulatory or statutory provisions. (See "REGULATORY CONSIDERATIONS—U.S. Bank Holding Company Act" below.) In the event of any change to the BHC Act, or applicable regulations and interpretations under the BHC Act, the Member Designee may, without the consent of any Member, take such additional steps as it deems necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Member Designee to comply with the BHC Act, including restructuring the AlphaKeys Fund or the Member Designee. ER305378-MAXWELL -29- CONFIDENTIAL UBSTERRAMAR00001810 EFTA00237441 There can be no assurance that the bank regulatory requirements applicable to UBS AG will not likewise apply to the AlphaKeys Fund and therefore have a material adverse effect on the AlphaKeys Fund and its operations. For example, such regulations could require the AlphaKeys Fund to dispose of its investment in the Underlying Fund or the dissolution of the AlphaKeys Fund earlier than anticipated by the Member Designee, potentially having a negative impact on the returns of the AlphaKeys Fund. (See "REGULATORY CONSIDERATIONS—Bank Holding Company Act" below.) Legal and Regulatory Changes Legal, tax and regulatory changes could occur during the term of the AlphaKeys Fund that may adversely affect the AlphaKeys Fund and/or the Underlying Fund. New (or revised) laws or regulations may be imposed by the Commodity Futures Trading Commission ("CFTC") the SEC, the Federal Reserve or other banking regulators, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations, induding entirely new entities, that supervise the financial markets that could adversely affect the AlphaKeys Fund or the Underlying Fund. In particular, these agencies are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. The AlphaKeys Fund and the Underlying Fund may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations. The regulatory environment for private funds is evolving, and changes in the regulation of private funds may adversely affect the value of the investments held by the AlphaKeys Fund and/or the Underlying Fund and the ability of the AlphaKeys Fund and/or the Underlying Fund to execute its investment strategy. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self- regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Podd-Frank Act") became law in the U.S. The regulation of private funds and financial institutions is an evolving area of law and is subject to modification by government and judicial action. As part of the Dodd-Frank Act, Section 13 of the BHC Act (known as the "Volcker Rule") restricts the ability of banking entities, such as UBS and its affiliates, to sponsor, acquire any interest in or engage in transactions with most private investment funds beyond certain narrowly-prescribed limits. Regulations fully implementing the Volcker Rule were finalized in December 2013. The banking entities subject to the Volcker Rule must have fully complied by July 21, 2015. The impact of the final regulations on the AlphaKeys Fund remains uncertain and the Volcker Rule could cause disruptions and otherwise negatively impact any funds whose ownership, counterparties and/or service provider arrangements currently include a banking entity, including any funds in which the AlphaKeys Fund may invest. The structure of the AlphaKeys Fund is intended to place it outside of the control of UBS and therefore the AlphaKeys Fund should not be a banking entity that is itself subject to the Volcker Rule. The Volcker Rule is new and therefore open to varying interpretations. The Member Designee may in the future, in its sole discretion and without notice to the Members, restructure the AlphaKeys Fund or the Member Designee in order to comply with laws or regulations (including the BHC Act), or to reduce or eliminate the impact or applicability of any bank regulatory restrictions to which the Member Designee or the AlphaKeys Fund may become subject. Under the Volcker Rule, UBS can "sponsor" or manage hedge funds and private equity funds, such as the AlphaKeys Fund, only if certain conditions are satisfied. Among other things, these Volcker Rule conditions generally prohibit banking entities (including UBS and its affiliates) from engaging in "covered transactions" and certain other transactions with hedge funds or private equity funds that are managed by affiliates of the banking entities, or with investment vehicles controlled by such hedge funds or private equity funds. "Covered transactions" include loans or extensions of credit, purchases of assets and certain other transactions (including derivative transactions and guarantees) that would cause the banking entities or their affiliates to have credit exposure to funds managed by their affiliates. In addition, the Volcker Rule requires that certain other transactions between UBS and ER305378-MAXWELL -30- CONFIDENTIAL UBSTERRAMAR00001811 EFTA00237442 such entities be on "arms' length" terms. The AlphaKeys Fund does not expect to engage in such transactions with UBS to any material extent and, as a result, the prohibition on covered transactions between UK and the AlphaKeys Fund is not expected to have a material effect on the AlphaKeys Fund. In addition, the Volcker Rule prohibits any banking entity from engaging in any activity that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties, or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high-risk trading strategies. As noted above, under the Volcker Rule, UBS can "sponsor" and manage hedge funds and private equity funds only if certain conditions are satisfied. While UBS intends to satisfy these conditions, if for any reason UBS is unable to, or elects not to, satisfy these conditions or any other conditions under the Volcker Rule, then UBS may no longer be able to sponsor the AlphaKeys Fund. In such event, the structure, operation and governance of the AlphaKeys Fund may need to be altered such that UBS is no longer deemed to sponsor the AlphaKeys Fund or, alternatively, the AlphaKeys Fund may need to be terminated. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive and may affect the manner in which the AlphaKeys Fund and/or the Underlying Fund conducts business. Furthermore, new laws or regulations may subject the AlphaKeys Fund, the Underlying Fund or some or all of the Members to increased taxes or other costs. ER305378-MAXWELL -31- CONFIDENTIAL UBSTERRAMAR00001812 EFTA00237443 IV. CONFLICTS OF INTEREST CONFLICTS OF INTEREST ASSOCIATED WITH AN INVESTMENT IN THE ALPHAKEYS FUND The Member Designee's and the Administrator's affiliates engage in activities in the normal course of their businesses which may differ from or conflict with the interests of the AlphaKeys Fund, the other Members, the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, Blackstone and their affiliates. Many of these conflicts are potential in nature, and it is impossible to foresee all that may arise during the course of the AlphaKeys Fund's operation. These conflicts of interest include, but are not necessarily limited to, the considerations set forth below and in "Risk Factors and Potential Conflicts of Interest" in the Underlying Fund Memorandum. Fees and Other Payments The Administrator provides all of its administrative and advisory services through the efforts of employees of its affiliate, UBSFS, which is also a registered investment adviser. All of the Administrator's officers and other personnel are employees of UBSFS. The Administrator does not pay overhead or payroll directly. All of the Administrator's officers and other personnel are paid fully by UBSFS. As a result, a reallocation is made internally from the Administrator to UBSFS to reimburse it for various expenses that UBSFS covers on behalf of the Administrator. The Administrator may pay to third parties (which may include its affiliates) that assist in the offering of Interests a portion of the Placement Fee and the Administrative Fee payable to the Placement Agent and the Administrator, respectively. Furthermore, UBSFS or its affiliates will receive a fee from the Underlying Fund Adviser in respect of the AlphaKeys Fund's aggregate capital commitment to the Underlying Fund. Such fee will (i) be calculated as a percentage of the AlphaKeys Fund's aggregate capital commitment to the Underlying Fund that is accepted by the Underlying Fund General Partner; (ii) in the aggregate, be substantial; and (iii) be borne by the Underlying Fund General Partner and its affiliates through a dollar-for-dollar offset of management fees payable by AlphaKeys Fund. The Member Designee, the Administrator, the Placement Agent and their affiliates have a conflict of interest in that they benefit from the sale of Interests. In addition, as a result of the various payments to UBSFA, UBSFS and their respective affiliates the amount of compensation that UBS Americas' entities receive with respect to the sale of affiliated or proprietary hedge funds, funds of funds, private equity funds and real estate funds (including from the sale of Interests in the AlphaKeys Fund) may be greater than the amount payable to the organization as a whole from the sale of unaffiliated investments. Other Activities of the Member Designee, the Administrator and their Affiliates The Member Designee, the Administrator and their affiliates may administer, manage or provide other services to registered and unregistered investment companies and individual accounts (collectively, "UBS Clients"). The AlphaKeys Fund has no interest in these activities. In addition, the Member Designee, the Administrator, their affiliates and any of their respective officers, directors, partners, members or employees may invest for their own accounts or for the account of clients with respect to which they have investment discretion in various investment opportunities, including in investment partnerships, private investment companies or other investment vehicles in which the AlphaKeys Fund will have no interest and which may be adverse to the AlphaKeys Fund, the Underlying Fund or other investments controlled by Blackstone. The Member Designee, the Administrator or their affiliates may determine that an investment opportunity in a particular investment vehicle is appropriate for a particular UBS Client or for itself or its officers, directors, partners, members or employees, but not for the AlphaKeys Fund. Situations may arise in which the Member Designee, the Administrator, their affiliates or UBS Clients have ER305378-MAXWELL -32- CONFIDENTIAL UBSTERRAMAR00001813 EFTA00237444 made investments which would have been suitable for investment by the AlphaKeys Fund but, for various reasons, were not pursued by, or available to, the AlphaKeys Fund. The investment activities of the Member Designee, the Administrator, their affiliates and any of their respective officers, directors, partners, members or employees may disadvantage the AlphaKeys Fund in certain situations if, among other reasons, the investment activities limit the AlphaKeys Fund's ability to invest in an investment vehicle. The officers or employees of the Member Designee and the Administrator will be engaged in substantial activities other than on behalf of the AlphaKeys Fund and may have conflicts of interest in allocating their time and activity among the AlphaKeys Fund and other UBS Clients. The Member Designee, the Administrator and their officers and employees will devote so much of their time to the affairs of the AlphaKeys Fund as in their judgment is necessary and appropriate. The Placement Agent and its affiliates may cause clients of the Placement Agent and its affiliates to invest directly in the Underlying Fund (subject to terms of a placement agreement with the Underlying Fund Manager) under certain circumstances, including if such clients satisfy the minimum initial commitment required by the Underlying Fund or the Underlying Fund has accepted a lesser commitment amount in its discretion. When such clients of the Placement Agent and its affiliates invest directly in the Underlying Fund, such clients may receive more preferential terms than those offered to the AlphaKeys Fund in connection with its investment in the Underlying Fund. Such preferential terms may indude, but are not limited to, management fee rate, minimum commitment amount, and level of fund operating expenses borne by the investor. Furthermore, such clients of the Placement Agent and its affiliates may bear additional servicing fees as detailed in the Underlying Fund Memorandum. Such fees will not be recouped through distributions from the Underlying Fund and will be in excess of commitments. The Placement Agent and/or its affiliates receive compensation in connection with investments by the clients of the Placement Agent and its affiliates directly in the Underlying Fund. The compensation received by the Placement Agent and/or its affiliates in connection with investments by the clients of the Placement Agent and its affiliates in the AlphaKeys Fund may be higher in certain circumstances than compensation the Placement Agent and/or its affiliates receive in connection with direct investments by such clients in the Underlying Fund. In such instances, the Placement Agent and/or its affiliates may have a greater incentive to recommend an investment in the AlphaKeys Fund to such clients. Moreover, clients of the Placement Agent and its affiliates who invest directly in the Underlying Fund will not be Investors of the AlphaKeys Fund and will not be responsible for AlphaKeys Fund-level Fees and Expenses, thereby avoiding the extra layer of fees and expenses borne by Investors of the AlphaKeys Fund. The Administrator's ability to defer, waive or reduce the administrative fee charged to other UBS Clients for similar services as those being provided herein may result in the AlphaKeys Fund and its Members paying a higher Administrative Fee for the same set of services as those being provided to other UBS Clients at a lower fee or free of charge. In addition, the Administrator may, in its sole and absolute discretion, defer, waive or reduce the Administrative Fee with respect to a Member that makes a substantial Capital Commitment to the AlphaKeys Fund or that makes investments across multiple funds administered by the Administrator and its affiliates. The Member Designee may appoint a committee or an independent representative (the "Conflicts Review Committee") to seek the approval in connection with any transactions that require approval under the Investment Advisers Act of 1940, as amended, including Section 206(3) thereunder, or otherwise. To the extent permitted by law, the approval of the Conflicts Review Committee will be binding upon the AlphaKeys Fund and each of the Members. The Conflicts Review Committee will not participate in the management or control of the AlphaKeys Fund. The AlphaKeys Fund may pay the members of the Conflicts Review Committee an initial fee and a fee for each review sought by the Member Designee. The members of the Conflicts Review Committee will be treated as if they were the Member Designee for indemnification purposes. ER305378-MAXWELL -33- CONFIDENTIAL UBSTERRAMAR00001814 EFTA00237445 Co-Investments The AlphaKeys Fund does not intend to co-invest with the Underlying Fund nor any of their affiliates; however, affiliates of the AlphaKeys Fund, the Member Designee and the Administrator may co- invest in investment opportunities with the Underlying Fund or other investment vehides managed or controlled by Blackstone. Other Relationships Affiliates of the Member Designee and the Administrator, including other investment funds advised by the Member Designee or the Administrator, may invest (on a proprietary basis and with client funds) in other investment vehicles managed or controlled by Blackstone or in high yield securities or other debt or other instruments issued by an Underlying Fund portfolio company. As a result, such affiliates may, among other things, hold, directly or indirectly, investments that are senior to the Underlying Fund's investments in the same portfolio company, have interests in conflict with those of the AlphaKeys Fund and may be in competition for the same investment opportunities. Investment Banking Fees; Commercial Banking Fees and Lending Certain affiliates of the Member Designee and the Administrator may receive investment banking fees from portfolio companies in which the Underlying Fund invests and in respect of other transactions in which the Underlying Fund is involved. Such fees could be paid for providing services in connection with: (i) equity or debt financings; (ii) the acquisition, disposition or sale of portfolio companies; or (iii) other investment banking services. Following consummation of an investment by the Underlying Fund, certain affiliates of the Member Designee and the Administrator may also receive normal and customary fees with respect to private placements, financial advisory and other services provided by such affiliates of the Member Designee or the Administrator to a portfolio company. In addition, certain affiliates of the Member Designee or the Administrator may act as a lender to the Underlying Fund, the portfolio companies in which the Underlying Fund invests or in connection with other transactions in which the Underlying Fund is involved. In cases where the Underlying Fund is the borrower, such UBS affiliate acting as a lender will have the ability to call capital from the Underlying Fund, which in turn may call capital from the AlphaKeys Fund. In cases where the Underlying Fund's portfolio companies are the borrowers, such portfolio companies may convey a security interest in certain assets (induding assets of the Underlying Fund), to such affiliate acting as a lender to a portfolio company of the Underlying Fund and such affiliate may have a liquidation preference over the Underlying Fund or may have interests that are divergent from those of the Underlying Fund. In addition, affiliates of the Member Designee or the Administrator may purchase or sell assets to or from the Underlying Fund. Advisory Activities In the regular course of business, certain affiliates of the Member Designee and the Administrator may be engaged to act as a financial advisor to a party or parties competing for the same or similar investments as the Underlying Fund. Allocation of Investment Opportunities The broad investment objectives of the Underlying Fund may overlap, to some extent, with those of UBS AG and its affiliates and its institutional and corporate clients. Accordingly, in connection with their investment activities, certain affiliates of the Member Designee or the Administrator may find investment opportunities that the Underlying Fund desires to pursue. In these circumstances, it is possible that such investment opportunities may be taken by such affiliates of the Member Designee or the Administrator and not by the Underlying Fund. None of the Member Designee, the Administrator, UBS AG or any of their affiliates will have any duty or obligation to present investment opportunities to the Underlying Fund before presenting them to their clients or taking advantage of such opportunities themselves. ER305378-MAXWELL -34- CONFIDENTIAL UBSTERRAMAR00001815 EFTA00237446 Defaulting Members The Member Designee may face conflicts of interest in pursuing remedies against a Defaulting Member. For example, some of the remedies allow the Member Designee to cause the sale of the Interest held by the Defaulting Member to a third party, or the Member Designee, the Administrator or one of their respective affiliates, or in a transaction in which the Member Designee, the Administrator or one of their affiliates is acting as agent. Such remedies may benefit the Member Designee, the Administrator and their affiliates to the exclusion of the AlphaKeys Fund or the non- Defaulting Members. Relationship with the Underlying Fund Adviser The interests of the AlphaKeys Fund may not always be aligned with the interests of Blackstone or its affiliates. The Underlying Fund General Partner has entered into an agreement with the Placement Agent, pursuant to which the Placement Agent will receive a one time fee for its placement and other services with respect to the AlphaKeys Fund. In addition, the Placement Agent and its affiliates, in the ordinary course of their business, have in the past and may in the future, have other business relationships giving rise to compensation, such as underwriting, placement agent, market- making, the provision of custody services for funds managed by Blackstone or its affiliates (including possibly the Underlying Fund) or investment banking and advisory relationships, with the Underlying Fund Adviser and others involved with Blackstone, including the portfolio companies of funds managed by Blackstone or its affiliates, or with parties adverse to Blackstone or such portfolio companies (such as, for example, parties in competition with Blackstone for the same investment opportunity). Conflicts of Interest Relating to Wrap Account Investors The Member Designee and/or its affiliates may receive compensation from the Underlying Fund in respect of the investments made by clients of UBSFS in the Advisory Class Interests. Accordingly, UBSFS and its affiliates may have the incentive to direct such clients to the AlphaKeys Fund rather than to a different fund that yields lower levels of compensation for the Member Designee and/or its affiliates. Other Obligations of the Employees of the Administrator The officers or employees of the Member Designee and the Administrator will be engaged in substantial activities other than on behalf of the AlphaKeys Fund. The Member Designee, the Administrator and their officers and employees will devote so much of their time to the affairs of the AlphaKeys Fund as in their judgment is necessary and appropriate. Legal Representation Ropes & Gray LLP has acted as counsel to the AlphaKeys Fund in connection with this offering of the Interests. Ropes & Gray LLP also acts as counsel to the Member Designee, the Administrator and the Placement Agent. In connection with this offering and ongoing advice to the AlphaKeys Fund, Ropes & Gray LLP will not represent any Member. ER305378-MAXWELL -35- CONFIDENTIAL UBSTERRAMAR00001816 EFTA00237447 V. CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a general summary of certain material U.S. federal income tax consequences of acquiring, holding and disposing of Interests. The discussion herein is intended to supplement the disdosure in the Underlying Fund Memorandum. Investors are urged to review the regulatory, tax and ERISA disclosures in the Underlying Fund Memorandum and to consult with their own tax advisors to fully understand the tax consequences of an investment in the AlphaKeys Fund. This summary is based upon the Code, the U.S. Treasury regulations ("Treasury Regulations") promulgated thereunder, published rulings, court decisions and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). This summary does not purport to deal with all of the U.S. federal income tax consequences applicable to the AlphaKeys Fund or to all categories of investors, some of whom may be subject to special rules (including, without limitation, dealers in securities or currencies, financial institutions or "financial services entities," life insurance companies, holders of Interests held as part of a "straddle," "hedge," "constructive sale" or "conversion transaction" with other investments, U.S. persons whose "functional currency" is not the U.S. dollar, persons who have elected "mark to market" accounting, persons who have not acquired their Interests upon their original issuance, persons who hold their Interest through a partnership or other entity which is a pass-through entity for U.S. federal income tax purposes, or persons for whom an Interest is not a capital asset). The tax consequences of an investment in the AlphaKeys Fund will depend not only on the nature of the AlphaKeys Fund's and the Underlying Fund's operations and then applicable U.S. federal tax principles, but also on certain factual determinations that cannot be made at this time, and upon a particular Member's individual circumstances. No advance rulings have been or will be sought by the AlphaKeys Fund from the Internal Revenue Service (the "IRS") regarding any matter discussed in this Memorandum. IN VIEW OF THE FOREGOING, EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING ALL U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF AN INVESTMENT IN THE ALPHAKEYS FUND, WITH SPECIFIC REFERENCE TO SUCH INVESTOR'S OWN PARTICULAR TAX SITUATION AND RECENT CHANGES IN APPLICABLE LAW. For purposes of this discussion, a "U.S. Person" is (1) a citizen or resident of the United States, (2) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or any political subdivision thereof, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust which (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. Non-U.S. Persons The AlphaKeys Fund is not intended for investment by non-U.S. Persons and such non-U.S. persons will generally not be permitted to invest in the AlphaKeys Fund unless specifically approved by the Member Designee. The tax treatment of any non-U.S. Persons may in part depend on investments made by the Underlying Fund. An investment in the AlphaKeys Fund may cause a non-U.S. Person to pay taxes and file tax returns in the U.S., as well as other jurisdictions. Prospective Members and Members are strongly urged to consult their own tax advisors regarding the advisability of an investment in the AlphaKeys Fund. Members, Not Fund, Subject to Tax Fund Status. Under current Treasury Regulations, a domestic entity that has two or more members and that is not organized as a corporation under U.S. federal or state law will generally be classified ER305378-MAXWELL -36- CONFIDENTIAL UBSTERRAMAR00001817 EFTA00237448 as a partnership for U.S. federal income tax purposes, unless it elects to be treated as a corporation. The AlphaKeys Fund represents that it will not elect to be dassified as a corporation for U.S. federal income tax purposes. The Underlying Fund intends to be treated as a partnership for U.S. federal income tax purposes. Thus, subject to the discussion of "publidy traded partnerships" below, each of the AlphaKeys Fund and the Underlying Fund expects that it will be treated as a partnership for U.S. federal income tax purposes. However, dassification of an entity as a partnership for U.S. federal income tax purposes may not be respected for state or local tax purposes. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a "publidy traded partnership." The Member Designee generally intends to operate the AlphaKeys Fund so it will not be treated as a publicly traded partnership including, as necessary, restricting the ability of Members to sell or transfer their Interests. In addition, the Underlying Fund intends to conduct its activities to ensure that it is not treated as a publicly traded partnership. The discussion below assumes that both the AlphaKeys Fund and the Underlying Fund will be treated as partnerships for U.S. federal income tax purposes. No application has been or is contemplated to be made to the IRS for a ruling on the classification of the AlphaKeys Fund or the Underlying Fund for tax purposes. Taxation of Fund. As partnerships, subject to the discussion under "Tax Returns and Audits" below, neither the AlphaKeys Fund nor the Underlying Fund is itself generally subject to U.S. federal income tax. The AlphaKeys Fund will file an annual partnership information return with the IRS which reports the results of its operations. Taxation of Members. Provided that the AlphaKeys Fund is classified as a partnership for U.S. federal income tax purposes, each Member will be required to report on its federal income tax return, and will be subject to tax in respect of, its distributive share of each item of the AlphaKeys Fund's income, gain, loss, deduction and credit for each taxable year of the AlphaKeys Fund ending with or within the Member's taxable year. (See "—Allocations of Income, Gain, Loss, Deduction and Credit" below.) Each item generally will have the same character as if the Member had realized the item directly. Members must report these items regardless of the extent to which, or whether, they receive corresponding distributions from the AlphaKeys Fund for such taxable year, and thus may incur income tax liabilities in excess of any distributions from the AlphaKeys Fund. Moreover, the AlphaKeys Fund, through its investments in the Underlying Fund, may be deemed to invest in certain securities, such as original issue discount obligations or preferred stock with redemption or repayment premiums that could cause the AlphaKeys Fund, and consequently the Members, to recognize taxable income without receiving any cash. The AlphaKeys Fund will use the accrual method of accounting. The AlphaKeys Fund's fiscal year will be the calendar year, unless the Code requires a year other than the calendar year to be used as the taxable year, in which case the fiscal year will be the taxable year required by the Code. The AlphaKeys Fund will provide each Member with the information required to report its allocable share of the AlphaKeys Fund's tax items for U.S. federal income tax purposes. Members will be furnished information on Schedule K-1 for preparation of their respective U.S. federal income tax returns. The furnishing of such information is subject to, among other things, the timely receipt by the AlphaKeys Fund of information from the Underlying Fund. Thus, the receipt of such information by a Member may be significantly delayed beyond the date on which a Member's tax return is due. The K-1s will not be available prior to April 15, and accordingly, Members will need to obtain extensions of time to file their own individual tax returns. Each Member is responsible for keeping its own records for determining such Member's tax basis in its Interest and calculating and reporting any gain or loss resulting from the AlphaKeys Fund distribution or disposition of an Interest. ER305378-MAXWELL -37- CONFIDENTIAL UBSTERRAMAR00001818 EFTA00237449 Pass-Through Items of the Underlying Fund. The remainder of this discussion describes the U.S. federal income tax consequences of the realization of items of income, gain, deduction, loss and credit by the AlphaKeys Fund and the allocations thereof to the Members. Substantially all of these items will be realized in the first instance by the Underlying Fund and allocated to the AlphaKeys Fund and subsequently reallocated to the Members. Unless otherwise specified, references in the subsequent discussion to the realization of items by the AlphaKeys Fund include a realization of such items by the Underlying Fund and the allocation of such items to the AlphaKeys Fund. Allocations of Income. Gain. Loss. Deduction and Credit. Pursuant to the LLC Agreement, the AlphaKeys Fund's items of taxable income, gain, loss, deduction and credit are generally allocated so as to take into account the varying interests of the Members over the term of the AlphaKeys Fund. Section 704(b) of the Code provides that a partner's distributive share of items of partnership income, gain, loss, deduction and credit will be determined in accordance with the partnership agreement if such allocations have "substantial economic effect," but must otherwise be determined in accordance with such partner's economic interest in such partnership. The Member Designee believes, in general, that the allocations provided for by the LLC Agreement should have "substantial economic effect" or are otherwise in accordance with the Members' interests in the AlphaKeys Fund. It is possible that the IRS may challenge the AlphaKeys Fund's allocations as lacking "substantial economic effect" and attempt to reallocate items of income, gain, loss, deduction or credit. Any such reallocation of tax items may have adverse tax and financial consequences to a Member. Tax Treatment of Distributions. A Member generally will not recognize gain or loss on the receipt of a distribution of cash or property from the AlphaKeys Fund or as a result of the receipt of cash or other property by the AlphaKeys Fund from the Underlying Fund. A Member, however, will recognize gain on the receipt of a distribution of money and, in some cases, marketable securities, from the AlphaKeys Fund (induding any constructive distribution of money resulting from a reduction of the Member's share of the indebtedness of the AlphaKeys Fund) to the extent such cash distribution or the fair market value of certain marketable securities distributed exceeds such Member's "adjusted tax basis" (as defined below) in its Interest. Such distribution would constitute taxable income to such Member and would be treated as gain from the sale or exchange of its Interest and the AlphaKeys Fund would likewise recognize gain on such a distribution from the Underlying Fund (See "—Tax Treatment on Sale of an Interest," below.) The recognition of gain by the AlphaKeys Fund that passes through to a Member should result in an increased basis in the Interest of the Member, preventing double recognition of gain. Generally, if a Member has held its Interest (or the AlphaKeys Fund has held its interest in the Underlying Fund) for more than one year, any such gain will be long-term capital gain. In general and with certain exceptions, a Member will recognize gain on the complete liquidation of its Interest only to the extent the amount of money received (actually or constructively) exceeds its adjusted tax basis in its Interest. Distributions of certain marketable securities may be treated as distributions of money for purposes of determining gain. Any gain recognized by a Member on the receipt of a distribution from the AlphaKeys Fund generally will be capital gain, but may be taxable as ordinary income, either in whole or in part, under certain circumstances. (See "—Tax Treatment on Sale of an Interest," below.) No loss can be recognized on a distribution in liquidation of an Interest, unless the Member received no property other than money, "unrealized receivables" and "inventory" (as those terms are defined in the Code). For purposes of this restriction, marketable securities are not treated as money, unrealized receivables or inventory. A Member's initial tax basis in its Interest generally will be equal to such Member's initial capital contribution to the AlphaKeys Fund. A Member's adjusted tax basis in its Interest generally will be equal to such Member's initial tax basis, increased by the sum of (i) any additional capital contribution such Member makes to the AlphaKeys Fund, (ii) the Member's allocable share of the income of the AlphaKeys Fund, and (iii) increases in the Member's allocable share of the ER305378-MAXWELL -38- CONFIDENTIAL UBSTERRAMAR00001819 EFTA00237450 indebtedness of the AlphaKeys Fund, and reduced, but not below zero, by the sum of (iv) the Member's allocable share of the losses of the AlphaKeys Fund, and (v) the amount of money or the adjusted tax basis of property distributed to such Member, including constructive distributions of money resulting from reductions in such Member's allocable share of indebtedness of the AlphaKeys Fund. Limitations on Deductibility of Fund Deductions and Losses. While the AlphaKeys Fund is not intended to be a "tax shelter," it is possible that losses and expenses could exceed the AlphaKeys Fund's income and gain during a taxable year. A Member is allowed to deduct its allocable share of Fund losses (if any) only to the extent of such Member's adjusted tax basis in its Interest at the end of the taxable year in which the losses occur. In addition, Members who are individuals, trusts, partnerships or certain closely held corporations could be subject to various limitations on their ability to deduct their allocable share of deductions and losses of the AlphaKeys Fund against other income. Such limitations include those relating to "passive losses" (as defined under Section 469 of the Code), amounts "at risk" (as defined under Section 465 of the Code), "investment interest" (as defined under Section 163 of the Code and discussed more fully below), capital losses (under Section 1211 and 1212 of the Code) and miscellaneous itemized investment expenses (under Sections 67 and 68 of the Code). Because of some of these limitations, it is possible that in the situation in which the AlphaKeys Fund, through its investment in the Underlying Fund has losses, certain Members may not be able to use those losses against other income they may have. Also, if the AlphaKeys Fund has losses from some activities and income from different activities, certain Members may not be able to net such Fund losses against such Fund income. In addition, all or a portion of the interest paid or accrued by an individual Member who finances his or her investment in the AlphaKeys Fund by borrowing may be subject to the investment interest deduction limitation. Moreover, all or a portion of any interest expense incurred by the Underlying Fund and allocable to a Member will be subject to the same limitation. Under that limitation, the ability to deduct such interest is limited to the Member's net investment income for the taxable year. For this purpose, "net investment income" generally excludes net long term capital gains and "qualified dividend income" (See "—Preferential Tax Rates," below), except to the extent the taxpayer elects to forego the preferential rate of taxation on such amounts. Certain of the AlphaKeys Fund's direct expenses (including the Administrative Fee, but not including organizational and syndication expenses which are subject to other deductibility limitations discussed below) will, and it is possible that some or all of the AlphaKeys Fund's allocable share of the Underlying Fund's expenses (induding any management or similar fees paid by the Underlying Fund) may, be investment expenses rather than trade or business expenses, with the result that any non- corporate investor (directly or through a partnership or other pass-through entity) will be entitled to deduct his or her share of such investment expenses only to the extent that such share, together with such non-corporate investor's other miscellaneous itemized deductions, exceeds 2% of such non-corporate investor's adjusted gross income. Moreover, investment expenses are not deductible in determining income for alternative minimum tax purposes. In addition, in the case of individuals whose adjusted gross income exceeds certain inflation-adjusted thresholds, the aggregate itemized deductions allowable for the year will be reduced by the lesser of (i) 3% of the excess of adjusted gross income over the applicable threshold or (ii) 80% of the aggregate itemized deductions otherwise allowable for the taxable year (determined after giving effect to the 2% limitation described above and any other applicable limitations). Each prospective investor should consult with its own tax advisor regarding the application to it of these and other rules described above in respect of an investment in the AlphaKeys Fund. Tax Benefit. There can be no assurance that AlphaKeys Fund losses will produce a tax benefit in the year incurred or that such losses will be available to offset a Member's share of income in subsequent years. ER305378-MAXWELL -39- CONFIDENTIAL UBSTERRAMAR00001820 EFTA00237451 Tax Returns and Audits. The Tax Matters Partner (as defined below) will decide how items will be reported on the AlphaKeys Fund's tax returns, and all Members are required under the Code to treat the items consistently on their own returns, unless they file a statement with the IRS disclosing the inconsistency. Under current law, in the event that the income tax returns of the AlphaKeys Fund are audited by the IRS, the tax treatment of AlphaKeys Fund income and deductions generally is determined at the AlphaKeys Fund level in a single proceeding, rather than in individual audits of the Members. UBS Fund Advisor, L.L.C. or another Member appointed by the Member Designee, will be designated as the "Tax Matters Partner" for the AlphaKeys Fund, as such term is defined in Section 6231(aX7) of the Code. In such capacity, the Tax Matters Partner has considerable authority to make decisions affecting the tax treatment and procedural rights of all Members. In addition, the Tax Matters Partner has the authority to bind certain Members to settlement agreements (unless, under certain permitted circumstances, a Member affirmatively acts to contest such proposed adjustments on its own behalf) and the right on behalf of all Members to extend the statute of limitations relating to the Members' liabilities with respect to Fund items. The Underlying Fund will have its own tax matters partner. Notwithstanding anything else in this Memorandum to the contrary, the Members may disclose to any and all persons, without limitation of any kind, information regarding the tax treatment, tax structure and tax strategies of the AlphaKeys Fund, the offering of its interests and its transactions all within the meaning of Treasury Regulation § 1.6011- 4(b)(3). For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or other identifying information regarding, the participants in this offering, or of any information or the portion of any materials not relevant to the tax treatment or tax structure of the offering. The recently enacted Bipartisan Budget Act of 2015 implemented new partnership audit procedures which will generally apply to taxable years of a partnership beginning on or after January 1, 2018 (unless the partnership elects to apply the rules for an earlier year). In general, if the AlphaKeys Fund is audited under these new rules, any adjustments to items of income, gain, loss, deduction or credit of the AlphaKeys Fund (and any Member's distributive share thereof), shall be determined at the partnership level, and, unless certain elections are made, the AlphaKeys Fund will be liable for paying an imputed underpayment of tax based on such adjustments and associated penalties and interest. Adjustments reallocating the distributive share of an item from one Member to another will not be netted; instead, the imputed underpayment of tax in that case will be calculated without taking into account the decrease in a Member's share of income or gain or the increase in a Member's share of deduction or credit. Any imputed underpayment of tax generally would be assessed in the year the adjustment is finalized rather than the audited year and the amount of such tax generally would be determined using the highest statutory rates, ignoring Member-level attributes. As a result, some or all of the Members (including, without limitation, Members who were not Members during the audited year) might economically bear a greater amount of imputed tax (and associated penalties and interest) than the tax they would have borne if the adjustment had passed through to the Members. Under certain circumstances, the AlphaKeys Fund might be able to demonstrate that the imputed underpayment of tax should be reduced with respect to specific Members. Establishing such a reduction might require that Members file amended returns, and pay tax, interest and penalties. There can be no guarantee that the AlphaKeys Fund will be able to (or if it is able to, will choose to) take any such actions to reduce the imputed underpayment of tax. Alternatively, the AlphaKeys Fund could elect to have taxes (and any associated interest and penalties) in respect of adjustments assessed and collected at the Member-level by issuing statements of adjustment to the persons who were Members during the audited year. In such case, the audited year Members would be required to pay any additional tax attributable to their share of such adjustments as an additional tax for the taxable year in which the statements are provided. Members may be required to pay interest (at an increased rate) and penalties as a result of such adjustments. There can be no guarantee that the AlphaKeys Fund will or will not make such an election, or that such an election, if made, would not ER305378-MAXWELL -4o- CONFIDENTIAL UBSTERRAMAR00001821 EFTA00237452 result in a greater economic cost for a particular Member. The new partnership audit rules will also apply to an audit of the Underlying Fund. There are uncertainties regarding how the new rules apply in connection with tiered partnerships. Under the new rules, a "partnership representative" is designated to represent the partnership in connection with any partnership audit. Once the new rules go into effect, it is expected that UBS Fund Advisor, L.L.C. or another Member appointed by the Member Designee shall be the partnership representative of the AlphaKeys Fund. Tax Elections. The AlphaKeys Fund may make various elections for U.S. federal income tax purposes which could result in certain items of income, gain, loss, deduction and credit being treated differently for tax and accounting purposes. For example, under Section 754 of the Code, the AlphaKeys Fund generally may elect to adjust the basis of its assets in the event of certain distributions to a Member, or a transfer of an Interest from a Member to a new or existing Member. A Section 754 election has not been made to date, and there can be no assurance that the AlphaKeys Fund either will, or will not, make such an election. Such an election, if made, could either increase or decrease the value of an Interest to the remaining Members or the transferee, respectively, because the election would increase or decrease the basis of the AlphaKeys Fund's assets for purposes of computing such Members' or such transferee's distributive share of AlphaKeys Fund income, gains, losses and deductions. The AlphaKeys Fund must make these basis adjustments in the case of (1) a transfer of an Interest, if the AlphaKeys Fund's assets have a built-in loss of more than $250,000 immediately following the transfer, or (2) a distribution of AlphaKeys Fund property, if the recipient acquires a basis in the property that exceeds by more than $250,000 the basis the AlphaKeys Fund had in the property, or a distribution where the distributee Member recognizes a loss of more than $250,000. To determine whether the mandatory basis adjustment rules will be triggered upon a Member's transfer or withdrawal from the AlphaKeys Fund, the Tax Matters Partner may request such Member to provide certain information, induding information regarding such Member's tax basis in its Interest. As a result, some or all of the Members' distributive shares of AlphaKeys Fund income, gains, losses and deductions may be adjusted in accordance with these rules. Tax Treatment of Fund Investments In General. The AlphaKeys Fund expects to act as an investor, and not as a trader or dealer, with respect to its investments. For purposes of this discussion, it is assumed that the Underlying Fund will also act as a trader or investor, and not as a dealer, with respect to their investments. In general, a trader and an investor are persons who buy and sell securities for their own account. A dealer, on the other hand, is a person who purchases securities for resale to customers rather than for investment or speculation. Gains and Losses. Generally, the gains and losses realized by a trader or investor on the sale of assets are capital gains and losses. Thus, subject to certain currency exchange gains and certain other transactions giving rise to ordinary income (discussed below), the AlphaKeys Fund generally expects that its gains and losses attributable to the sale or exchange of investments held by the Underlying Fund typically will be capital gains and capital losses. These capital gains and losses may be long-term or short-term, depending, in general, upon the length of time that the Underlying Fund maintains a particular investment position and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. (See "—Preferential Tax Rates," below.) To the extent that the Underlying Fund's investments are made in securities denominated in a foreign currency, gain or loss realized by the Underlying Fund and, in turn, the AlphaKeys Fund, frequently will be affected by the fluctuation in the value of such foreign currencies relative to the value of the dollar. Generally, gains or losses with respect to the Underlying Fund's investments in common stock of foreign issuers will be taxed as capital gains or losses at the time of the disposition ER305378-MAXWELL -41- CONFIDENTIAL UBSTERRAMAR00001822 EFTA00237453 of such stock. (But see "—Tax Treatment of Members with Respect to Foreign Investments," below.) However, under Section 988 of the Code, gains and losses of the Underlying Fund on the acquisition and disposition of foreign currency (i.e., the purchase of foreign currency and subsequent use of the currency to acquire stock) will be treated as ordinary income or loss. Therefore, if the Underlying Fund does not immediately convert any foreign currency proceeds into dollars, upon any later conversion, the AlphaKeys Fund would recognize ordinary income or loss as a result of exchange rate fluctuation in the interim. Moreover, under Section 988 of the Code, gains or losses on the disposition of debt securities denominated in foreign currency to the extent attributable to the fluctuation in the value of the foreign currency between the date of acquisition of the debt security and the date of disposition or settlement and gains or losses realized in connection with foreign currency hedging transactions will be treated as ordinary income or loss. The AlphaKeys Fund may also realize ordinary income or loss with respect to the Underlying Fund's investments in portfolio companies treated as partnerships that are engaged in a trade or business. Interest. Members generally will be taxable on their allocable share of the AlphaKeys Fund's interest income, at ordinary income tax rates, when such amounts are inducted in the AlphaKeys Fund's taxable income under the accrual method of accounting. In addition, the AlphaKeys Fund, through its investments in the Underlying Fund, may be deemed to hold debt obligations with "original issue discount." In such case, the AlphaKeys Fund would be required to include amounts in taxable income on a current basis even though the receipt of such amounts may occur in a subsequent year. The AlphaKeys Fund, through its investments in the Underlying Fund, may also be deemed to purchase contingent debt instruments. All or part of the gain on the disposition of contingent debt instruments may be treated for U.S. federal income tax purposes as ordinary income rather than as capital gain. In addition, the Underlying Fund may purchase debt instruments with market discount. If the Underlying Fund purchases a debt instrument for an amount that is less than its stated redemption price at maturity (or, in the case of a debt instrument issued with original issue discount, for an amount that is less than its adjusted issue price), the amount of the difference between the purchase price and such stated redemption price at maturity or adjusted issue price will be treated as "market discount" for U.S. federal income tax purposes, unless such difference is less than a specified de minimis amount. Under the market discount rules, the Underlying Fund, and in turn the AlphaKeys Fund, will generally be required to treat any principal payment (or, in the case of an original issue discount instrument, any payment that does not constitute "qualified stated interest," which is stated interest payable at least annually at a single fixed rate or certain qualified floating rates) on, or any gain on the sale, exchange, or redemption of, a debt instrument as ordinary income to the extent of the market discount which has not previously been included in income and is treated as having accrued on such debt instrument at, or prior to, the time of such payment or disposition. In addition, if the Underlying Fund has borrowed to purchase such a debt instrument or a Member has borrowed to purchase its Interest in the AlphaKeys Fund, then the AlphaKeys Fund or such Member, respectively, may be required to defer, until the maturity of such debt instrument or the earlier disposition of such debt instrument in a taxable transaction, the deduction of a portion of the interest expense on such borrowing to the extent allocable to market discount debt instruments. Market discount in respect of a debt instrument generally is considered to accrue ratably during the period from the date of acquisition to the maturity date of such debt instrument, unless the holder elects to accrue market discount on the debt instrument under the constant yield method. Options. Swaps and Credit-Linked Securities. Short Sales. and Other Similar Transactions. The AlphaKeys Fund, through its investment in the Underlying Fund, may be deemed to be engaged in transactions involving options, swaps and credit-linked securities, short sales, and other similar transactions. Consequently, the AlphaKeys Fund may be subject to certain rules relating to "constructive sales," "short sales," "straddles," and "section 1256 contracts", which may affect the holding period for a particular security or otherwise affect the characterization of certain capital gain or loss as long-term or short-term, or affect the timing of the recognition of certain capital ER305378-MAXWELL -42- CONFIDENTIAL UBSTERRAMAR00001823 EFTA00237454 gain or loss. Moreover, the straddle rules and short sale rules may require the capitalization of interest and certain other carrying charges attributable to investments in certain securities positions. The limitation on itemized deductions described above under, "Limitations on Deductibility of Fund Deductions and Losses" may also apply to certain swap payments. For U.S. federal income tax purposes, a "straddle" generally means the holding of "offsetting positions with respect to personal property." In general, investment positions will be treated as offsetting if there is a substantial diminution of the risk of loss from holding one position by reason of holding one or more other positions. If two or more positions constitute a straddle, a loss from one position must be deferred to the extent of any unrecognized gain in an offsetting position. Moreover, in certain circumstances, long-term capital gain may be recharacterized as short-term capital gain and short-term capital loss as long-term capital loss. Certain regulated futures contracts, certain foreign currency contracts, and certain other contracts ("section 1256 contracts") will be subject to "mark-to-market" rules, so that any unrealized gain or loss in any section 1256 contract will generally be treated as realized for U.S. federal income tax purposes at the end of a taxable year or upon its termination or other disposition (including upon exercise). In general, such gain or loss will be 60% long-term and 40% short-term capital gain or loss. Any such gain or loss recognized by a non-corporate Member will be subject to special carryover rules. Special timing and character rules apply to certain hedging transactions, "conversion transactions," "wash sales," and options (such as equity options) that are not section 1256 contracts. A short sale ordinarily will not result in a gain or loss until the short seller delivers property to cover its prior sale, except that, under the "constructive sale" rules of section 1259 of the Code, any gain from a short sale against certain appreciated financial positions held by the short seller generally must be recognized at the time of such short sale, rather than upon the closing of such short sale. In certain circumstances, capital gain from the closing of a short sale will be treated as short-term capital gain and capital loss from such closing will be treated as long-term capital loss. In addition to certain short sales against property owned by the taxpayer (as discussed above), under the constructive sale rules of section 1259 of the Code, a taxpayer may be required to currently recognize gain with respect to certain appreciated financial positions held by such taxpayer if the taxpayer (or a related person) (a) enters into an "offsetting notional principal contract" with respect to the same or substantially identical property constituting such appreciated financial position, (b) enters into a futures or forward contract to deliver the same or substantially identical property constituting such appreciated financial position, or (c) in the case of an appreciated financial position that is a short sale or a contract described in clause (a) or (b) with respect to any property, acquires the same or substantially identical property underlying such short position or contract. Non-Cash Income. The Underlying Fund may participate in reorganizations, restructurings, and other transactions involving portfolio companies in which it may receive securities or other property in exchange for securities. To the extent that these transactions do not qualify as tax-free reorganizations under the Code or are otherwise subject to tax, the AlphaKeys Fund may be required to recognize income without the receipt of cash in respect of such income. Organizational or Syndication Expenses. In general, neither the AlphaKeys Fund nor any Member may deduct organizational or syndication expenses. The AlphaKeys Fund will be deemed to have made an election to amortize organizational expenses over a 180-month period for tax purposes unless the AlphaKeys Fund timely elects to capitalize such expenses. If the AlphaKeys Fund is liquidated prior to the end of the amortization period, unamortized organizational expenses may be deducted to the extent allowable under Section 165 of the Code. Syndication expenses, which may include, without limitation, Placement Fees, brokerage fees, registration fees, certain legal fees, and certain accounting fees for preparation of offering materials, must be capitalized and cannot be amortized or otherwise deducted. As such, the capitalization of such syndication expenses may ER305378-MAXWELL -43- CONFIDENTIAL UBSTERRAMAR00001824 EFTA00237455 result in increased capital loss or decreased capital gain on the disposition or liquidation of an Interest. The foregoing rules also apply to the Underlying Fund. Preferential T. Rates. For individuals, the maximum ordinary income tax rate is currently 39.6% and the maximum income tax rate for most long-term capital gains is currently 20%, although in either case the effective rate may be higher due to the phase out of certain tax deductions and exemptions. An individual taxpayer may, in general, offset capital losses against capital gains. To the extent the individual taxpayer's capital losses in a given year exceed his capital gains for such year, such excess may be used to offset up to an additional $3,000 of such individual taxpayer's ordinary income in such year. Any unused portion of such excess can be carried forward to future years (but not carried back to prior years) to be offset in such future years against the individual taxpayer's capital gains plus up to $3,000 of ordinary income. Furthermore, a 3.8% Medicare contribution tax will be imposed on the "net investment income" (as defined in Section 1411 of the Code and the Treasury Regulations thereunder) of individuals whose income exceeds certain threshold amounts and of certain trusts and estates under similar rules. Investors are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in the AlphaKeys Fund. For corporate taxpayers, capital gains are taxed at the same rates as ordinary income, with a current maximum tax rate of 35%. Capital losses may be offset only against capital gains and unused capital losses may be carried back three years (subject to certain limitations) and carried forward five years. Currently, qualified dividend income of individual taxpayers is subject to a maximum rate of tax equal to 20%. Qualified dividend income generally includes dividends received from domestic corporations, and dividends received from foreign corporations if such foreign corporations are qualified foreign corporations of a foreign country which has an income tax treaty with the United States, which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision, or if such dividend is paid in respect of stock which is readily tradable on an established U.S. securities market. It may also include amounts treated as constructive distributions on preferred stock under Section 305(c) of the Code, which, like original issue discount on debt instruments, must be included in the gross income of the holder on a current basis even though the receipt of such amounts may occur in a subsequent year. In order for the reduced rate of taxation to apply, certain holding period and other requirements must be met. Prospective investors should consult their own tax advisors to determine the impact, if any, such rules have on them. Personal Holding Companies. The AlphaKeys Fund through its investment in the Underlying Fund, may be deemed to own stock or securities of corporations treated as personal holding companies ("PHCs") under the Code. Currently, PHCs are subject to an additional tax on their undistributed income equal to 20%. Tax Treatment on Sale of an Interest A sale of all or part of a Member's Interest generally will result in the recognition of gain or loss in an amount equal to the difference between the amount of the sales proceeds or distribution (including any constructive distribution) and such Member's adjusted tax basis for the portion of the Interest disposed of. Such Member's adjusted tax basis will be adjusted for this purpose by its allocable share of the AlphaKeys Fund's income or loss for the year of such sale. Any gain or loss recognized with respect to such a sale generally will be treated as capital gain or loss and will be long-term capital gain or loss if the Interest has been held for more than one year; provided that a Capital Contribution by a Member within the one-year period ending on the date of sale may cause part of such gain or loss to be short-term. To the extent that the proceeds of the sale are attributable to a Member's allocable share of certain ordinary income items (such as "inventory" or "unrealized receivables", as such terms are defined in the Code) of the AlphaKeys Fund and such proceeds exceed the Member's adjusted tax basis attributable to such ordinary income items, any gain will be treated as ordinary income. A Member will be required to recognize the full amount of any such ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001825 EFTA00237456 ordinary income even if that amount exceeds the overall gain on the sale and even if the Member recognizes an overall loss on the sale. Tax Treatment of Members with Respect to Foreign Investments In General. The Underlying Fund may make investments outside of the United States. Certain non- U.S. investments, including investments in "controlled foreign corporations" ("CFCs") and "passive foreign investment companies" ("PFICs") are subject to special rules and may cause a Member to recognize taxable income prior to the AlphaKeys Fund's receipt of distributable proceeds, pay an interest charge on receipts that are deemed as having been deferred, or recognize ordinary income that otherwise would have been treated as capital gain. The Underlying Fund may make investments that subject the AlphaKeys Fund and/or the Members directly or indirectly to taxation and/or tax-filing obligations in non-U.S. jurisdictions, including withholding taxes on dividends, interest and capital gains. In particular, the Underlying Fund's non- U.S. investments may cause some of the income or gains of the AlphaKeys Fund to be subject to withholding or other taxes of non-U.S. jurisdictions, and could result in taxation on net income attributed to the jurisdiction if the AlphaKeys Fund were considered to be conducting a trade or business in the applicable country through a permanent establishment or otherwise. Such non-U.S. taxes and/or tax filing obligations may be reduced or eliminated by applicable income tax treaties, although Members should be aware that the AlphaKeys Fund may not be entitled to claim reduced withholding rates on non-U.S. taxes or may choose not to assert any such claim. The tax consequences to Members may depend in part on the activities and investments of the Underlying Fund, as well as the AlphaKeys Fund. The AlphaKeys Fund will be limited in its ability to avoid adverse non-U.S. tax consequences resulting from the Underlying Fund's underlying investments. Furthermore, some Members may not be eligible for certain or any treaty benefits. Subject to applicable limitations, a Member may be entitled to claim, for U.S. federal income tax purposes, a credit for its allocable share of certain non-U.S. income taxes incurred by the AlphaKeys Fund, including certain withholding taxes, so long as such non-U.S. tax qualifies as a creditable income tax under the applicable Treasury Regulations. Alternatively, a Member may be able to deduct (subject to certain limitations) its share of such non-U.S. taxes for U.S. federal income tax purposes. Certain Reporting Requirements. U.S. Persons that own (directly or through the AlphaKeys Fund and the Underlying Fund) interests in foreign partnerships or stock in foreign corporations, including CFCs and PFICs, are subject to special reporting requirements under the Code and the failure to meet these reporting requirements may result in substantial penalties. For example, a U.S. Person may be required to file an IRS Form 926 upon the direct or indirect transfer by such U.S. Person of cash or property to a foreign corporation if immediately after such transfer the U.S. Person holds, directly or indirectly, at least 10% of the total voting power or total value of such foreign corporation, or if the amount of cash or the value of the property transferred by such U.S. Person during the 12-month period ending on the date of the transfer exceeds $100,000. Under current Treasury Regulations, this reporting must be made by the AlphaKeys Fund's Members and may not be satisfied by the AlphaKeys Fund. A U.S. Person who fails to timely file a Form 926 when required could be subject to a penalty for such failure to file equaling 10% of the fair market value of the property transferred. Certain U.S. shareholders of a PFIC are required to file an annual information return with the IRS (regardless of whether such U.S. shareholder has received a distribution from, disposed of an interest in, or made an election in respect of a PFIC). A U.S. shareholder that qualifies as a tax-exempt organization under certain provisions of the Code will not be required to file this annual information return as long as the income with respect to the PFIC would not constitute UBTI. This filing requirement is in addition to any pre-existing reporting requirements with respect to interests in a PFIC (although in certain cases relief for duplicative filings has been provided, if certain conditions are met). Investors should consult with their own tax advisers with respect to this new reporting requirement and any other reporting requirement that may apply. ER305378-MAXWELL -45- CONFIDENTIAL UBSTERRAMAR00001826 EFTA00237457 In addition, subject to certain exceptions, a U.S. Member who is an individual will be required to report annually to the IRS such U.S. Member's interest in "foreign financial assets." Such reporting requirements may also apply to certain U.S. entities once the IRS releases further authority on point. Each prospective investor should consult with its own tax advisor regarding such reporting requirements. AMT Considerations Prospective investors may be subject to the U.S. alternative minimum tax ("AMT") and should consider the tax consequences of an investment in the AlphaKeys Fund in view of their AMT position, taking into account the special rules that apply in computing the AMT, induding the adjustments to depreciation deductions, the special limitations on the use of net operating losses, and in the case of individual taxpayers, the complete disallowance of miscellaneous itemized deductions and deductions for state and local taxes. Special Considerations Applicable to Tax-Exempt Investors Tax-exempt organizations are generally subject to U.S. federal income tax on a net basis on their unrelated business taxable income ("UBTI"). UBTI is defined generally as any gross income derived by a tax-exempt organization from an unrelated trade or business that it regularly carries on, less the deductions directly connected with that trade or business. Notwithstanding the foregoing, UBTI generally does not include any dividend income, interest income (or certain other categories of passive income) or capital gain recognized by a tax-exempt organization so long as such income is not debt-financed, as discussed below. UBTI also includes certain insurance income derived by a CFC if a tax-exempt organization is a "United States Shareholder" (as defined in the Code) with respect to such CFC. A tax-exempt entity deriving gross income characterized as UBTI that equals or exceeds $1,000 in any taxable year is obligated to file a federal income tax return, even if it has no liability for that year as a result of deductions against such gross income, including an annual $1,000 statutory deduction. The exclusion from UBTI for dividends, interest (or other passive income) and capital gains does not apply to income from "debt-financed property," which is treated as UBTI to the extent of the percentage of such income that the average acquisition indebtedness with respect to the property bears to the average tax basis of the property for the taxable year. Gain attributable to the sale of previously debt-financed property continues to be subject to these rules for 12 months after any acquisition indebtedness is satisfied. If the Underlying Fund incurs acquisition indebtedness, a tax- exempt Member generally would be deemed to have acquisition indebtedness equal to its allocable portion of such acquisition indebtedness. If a tax-exempt Member incurs indebtedness to acquire its Interest, such indebtedness generally would also be treated as acquisition indebtedness. In addition, income arising from an investment by the Underlying Fund in a flow-through entity for U.S. federal income tax purposes that holds operating assets or that has itself incurred acquisition indebtedness generally will be UBTI. The AlphaKeys Fund will not structure its investments or alter its activities so as to avoid UBTI. In particular, the AlphaKeys Fund will not be obligated to hold any portion of its investment in the Underlying Fund through any parallel fund or non-U.S. feeder vehicle. Since neither the AlphaKeys Fund nor the Underlying Fund are required to avoid generating UBTI, tax-exempt investors may recognize a significant amount of UBTI as a result of an investment in the AlphaKeys Fund and, accordingly, are strongly urged to consult their own tax advisors regarding the advisability of an investment in the AlphaKeys Fund. The potential for having income characterized as UBTI may have a significant effect on any investment by a tax-exempt entity in the AlphaKeys Fund and may make investment in the AlphaKeys Fund unsuitable for some tax-exempt entities. Tax-exempt investors should consult their own tax advisors regarding all aspects of UBTI. ER305378-MAXWELL -46- CONFIDENTIAL UBSTERRAMAR00001827 EFTA00237458 Tax Shelter Rules The AlphaKeys Fund or the Underlying Fund may engage in transactions or make investments that would subject the Underlying Fund, the AlphaKeys Fund, their investors and/or their advisors to special rules requiring such transactions or investments by the AlphaKeys Fund or Underlying Fund or investments in the AlphaKeys Fund or Underlying Fund to be reported and/or otherwise disclosed to the IRS, including to the IRS's Office of Tax Shelter Analysis (the "Tax Shelter Rules"). A transaction may be subject to reporting or disclosure if it is described in any of several categories of transactions, which include, among others, transactions that result in the incurrence of a loss or losses exceeding certain thresholds. In addition, an investor may have disclosure obligations with respect to its interest in the AlphaKeys Fund if the investor (or the AlphaKeys Fund or Underlying Fund, in certain cases) participates in a reportable transaction. The Tax Shelter Rules are, in part, vague and not definitive and the AlphaKeys Fund may file protective disclosures as a protection against the substantial penalties which could be imposed for failure to file. Investors should consult their own tax advisors about their obligation to report or disclose to the IRS information about their investment in the AlphaKeys Fund and participation in the AlphaKeys Fund's and the Underlying Fund's income, gain, loss or deduction with respect to transactions or investments subject to these rules. The AlphaKeys Fund may provide to its advisors identifying information about its investors and their participation in the AlphaKeys Fund and the AlphaKeys Fund's (and Underlying Fund's) income, gain, loss or deduction from those transactions or investments, and the AlphaKeys Fund or its advisors may disclose this information to the IRS upon its request. Significant penalties may apply for failure to comply with these rules. State and Local Tax Considerations In addition to the U.S. federal income tax consequences described above, prospective investors should consider the potential state and local tax consequences of an investment in the AlphaKeys Fund. State and local tax laws often differ from U.S. federal tax laws with respect to, among other things, the treatment of specific items of income, gain, loss, deduction and credit. The AlphaKeys Fund, as well as the Members, may be subject to various state and local taxes. In addition to being taxed in its own state or locality of residence, a Member may be subject to return filing obligations and income, franchise and other taxes in jurisdictions in which the AlphaKeys Fund or the Underlying Fund operates. FATCA Very generally and with limited exceptions, pursuant to Sections 1471 through 1474 of the Code, as modified by Treasury Regulations, intergovernmental agreements and implementing non-U.S. laws and regulations, and any current and future guidance thereunder (collectively "FATCA"), if an investor fails to meet new requirements, including information, diligence and/or reporting requirements, that are mandated by FATCA, certain U.S. source income and potentially certain non- U.S. source income attributable to such investor will, in general, be subject to a 30% withholding tax. The U.S. source income with respect to which the 30% withholding applies includes interest (induding original issue discount), whether or not the interest would qualify as "portfolio interest", dividends, compensation and gross proceeds realized upon the sale or other disposition of any property which can produce U.S. source interest or dividends ("Withholdable Payments"). The withholding tax is currently in effect with respect to payments other than gross proceeds and is expected to be in effect with respect to withholding on gross proceeds beginning after December 31, 2018. The AlphaKeys Fund will withhold at a 30% rate on Withholdable Payments (and potentially on payments of non-U.S. source income) attributable to an investor if the investor fails to provide the AlphaKeys Fund with sufficient information, certification or documentation that is required under FATCA, including information, certification or documentation necessary for the AlphaKeys Fund to (i) determine if the investor is a non-U.S. investor or a U.S. investor and, if it is a non-U.S. investor, if ER305378-MAXWELL -47- CONFIDENTIAL UBSTERRAMAR00001828 EFTA00237459 the non-U.S. investor has "substantial United States owners" and/or is in compliance with (or meets an exception from) FATCA requirements and (ii) comply with the withholding requirements of FATCA. The AlphaKeys Fund may disclose the information, certifications or documentation provided by investors to the IRS, the Treasury or other parties as necessary to comply with FATCA. Furthermore, a non-U.S. fund (such as the Underlying Fund) will be subject to a 30% withholding tax with respect to VVithhddable Payments and potentially certain non-U.S. source income if it fails to timely enter into and continue to comply with a valid agreement with the Secretary of the Treasury in which the non-U.S. fund agrees to obtain and verify certain information from each of its investors and comply with annual reporting requirements with respect to certain direct or indirect U.S. investors ("FFI Agreement") if applicable, does not comply with the requirements of an applicable intergovernmental agreement and any implementing non-U.S. laws and regulations, or does not otherwise qualify for an exception from the foregoing requirements. In this respect, the Cayman Islands and the United States on November 29, 2013 entered into an intergovernmental agreement with respect to FATCA implementation (the "Cayman IGA") under which the Underlying Fund may be required to obtain and provide to the Cayman Islands government certain information from each of its investors and meet certain other requirements. If the Underlying Fund complies with its obligations under the Cayman IGA, the Underlying Fund generally will not be subject to withholding under FATCA (and, for the avoidance of doubt, will not be required to enter into an FFI Agreement). Notwithstanding the foregoing, such withholding tax may still be applicable unless each applicable member of the same expanded affiliated group, if any, as the Underlying Fund also enters into and complies with the FFI Agreement, applicable intergovernmental agreement or qualifies for an exception. The economic returns from the Underlying Fund may be significantly reduced as a result of withholding tax unless it complies with or satisfies an exemption from the requirements described above. The scope of some of the requirements of and exceptions from FATCA are complex and remain potentially subject to material changes resulting from additional IRS guidance. Investors are urged to consult their advisers about the FATCA rules (some but not all of which are described above) that may be relevant to their investment in the AlphaKeys Fund. In addition, certain other countries have passed or may in the future pass legislation similar to FATCA, which may impact the AlphaKeys Fund, the Underlying Fund and the Members. For additional information regarding the taxation of the AlphaKeys Fund and the Underlying Fund, prospective investors are strongly urged to refer to "Regulatory, Tax, and ERISA Considerations" in the Underlying Fund Memorandum. THE FOREGOING DISCUSSION SHOULD NOT BE CONSIDERED TO DESCRIBE FULLY THE U.S. FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF AN INVESTMENT IN THE ALPHAKEYS FUND. EACH PROSPECTIVE INVESTOR IS THEREFORE URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE ALPHAKEYS FUND. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001829 EFTA00237460 VI. REGULATORY CONSIDERATIONS U.S. Securities Laws Securities Act of 1933. The Interests will not be registered under the Securities Act, or any other securities laws, including state securities or blue sky laws. Interests will be offered and sold without registration in reliance upon the Securities Act exemption for transactions not involving a public offering and will be sold only to "accredited investors," as defined in Regulation D promulgated under the Securities Act. Each investor will be required to make customary private placement representations, induding that such investor is acquiring an Interest for his, her or its own account for investment and not with a view to resale or distribution. Further, each investor must be prepared to bear the economic risk of the investment in the Interests for an indefinite period of time, since the Interests cannot be transferred or resold except as permitted under the LLC Agreement and permitted under the Securities Ad and any applicable state or non-U.S. securities laws pursuant to registration or an exemption therefrom. It is extremely unlikely that the Interests will ever be registered under the Securities Act. Investment Company Act of 1940. It is anticipated that the AlphaKeys Fund will not be required to register under the Investment Company Act. The AlphaKeys Fund will rely on the exception contained in Section 3(c)(7) of the Investment Company Act, which exempts issuers whose outstanding securities are owned exclusively by "qualified purchasers," as defined under the Investment Company Act. The AlphaKeys Fund will obtain appropriate representations and undertakings from the investors as to their compliance with the conditions of the exemption. Standards for Investor Qualification. Each Eligible Purchaser must be: (i) a qualified purchaser under the Investment Company Act, (ii) an accredited investor under the Securities Ad, and (iii) a U.S. Person within the meaning of Section 7701(a)(30) of the Code, unless otherwise permitted by law. The term "qualified purchaser" is defined in Section 2(a)(51)(A) of the Investment Company Ad. A qualified purchaser includes: (i) any natural person who owns not less than $5 million in investments; (ii) any company that owns not less than $5 million in qualifying investments that is exclusively owned directly or indirectly by or for two or more natural persons related as siblings or spouse (induding former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons; (iii) any trust not covered by dause (ii) that was not formed for the purpose of acquiring Interests in the AlphaKeys Fund, as to which the trustee or other person authorized to make decisions with respect to the trust, and each senior or other person who has contributed assets to the trust is a person described in clause (i), (ii) or (iv); or (iv) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests, on a discretionary basis, not less than $25 million in qualifying investments. The determination of whether an investor has sufficient "qualifying investments" is highly complex. Accordingly, prospective investors should carefully review the materials and questionnaires contained in the Investor Application of the AlphaKeys Fund, including Annex A contained therein. The term "accredited investor" is defined under Rule 501(a) of Regulation D promulgated under the Securities Ad. An individual generally will qualify as an accredited investor only if he or she (i) has a net worth (or joint net worth with his or her spouse) in excess of $1 million (calculated by excluding the value of such individual's primary residence net of any related mortgage up to its fair market value, excerpt that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, the amount of such excess shall be included in the investor's liabilities, and reducing that investor's net worth by the amount of any indebtedness secured by that primary residence that exceeds the value of the primary residence); or (ii) had individual income of more than $200,000 in each of the last two calendar years and ER305378-MAXWELL -49- CONFIDENTIAL UBSTERRAMAR00001830 EFTA00237461 reasonably expects to have income of more than $200,000 in the current year; or (iii) had jointly with his or her spouse income in excess of $300,000 in each of the last two calendar years and reasonably expects to have joint income in excess of $300,000 in the current year. A partnership, corporation or business trust will qualify as an accredited investor if either (a) it has assets in excess of $5 million and was not formed for the specific purpose of acquiring Interests or (b) all of its equity owners are accredited investors (which can include individuals who meet the requirements of dause (i), (ii) or (iii) in the second sentence of this paragraph). A trust other than a business trust or a revocable grantor trust will qualify as an accredited investor if either (a) its trustee is a bank or savings and loan association or (b) it has assets in excess of $5 million, it was not formed for the specific purpose of acquiring Interests, and its investment decisions are made by a person who is experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in Interests. A revocable grantor trust will qualify as an accredited investor if either (a) all of its grantors are accredited investors (which can be individuals who meet the requirements of clause (i), (ii) or (iii) in the second sentence of this paragraph) or (b) it would qualify as an accredited investor as described in the preceding sentence. In general, a trust other than a business trust or a revocable grantor trust will not qualify as an accredited investor solely because all of its grantors and/or all of its beneficiaries are accredited investors (although under certain limited circumstances an irrevocable grantor trust may qualify as an accredited investor on the basis of all of its grantors being accredited investors). U.S. Commodity Exchange Act The Administrator is registered as a "commodity pool operator" with the CFTC and is a member of the National Futures Association (IAA") in such capacity under the U.S. Commodity Exchange Act, as amended. With respect to the AlphaKeys Fund, the Administrator has claimed an exemption pursuant to CFTC Rule 4.13(aX3) as a "commodity pool operator" based on the AlphaKeys Fund's limited trading in commodity interests, and will operate the AlphaKeys Fund as if the Administrator were exempt from registration with the CFTC as a registered "commodity pool operator." Pursuant to the exemption under CFTC Rule 4.13(a)(3), the Administrator is not required to deliver a disclosure document or a certified annual report to investors. ERISA and Certain other Laws ERISA governs the investment of the assets of certain employee benefit plans, including IRAs and entities ("Benefit Plans"). ERISA and the rules and regulations of the Department of Labor ("QQL") under ERISA contain provisions that should be considered by fiduciaries of those plans and their legal advisors. The Member Designee will require an ERISA Plan proposing to invest in the AlphaKeys Fund to represent that it, and any fiduciaries responsible for such investment, are aware of and understand the AlphaKeys Fund's investment objectives, policies and strategies, that the decision to invest plan assets in the AlphaKeys Fund was made with appropriate consideration of relevant investment factors with regard to the Benefit Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and/or the Code. Prohibited Transactions. ERISA and Section 4975 of the Code, under "prohibited transaction" provisions, restrict a broad range of transactions involving the assets of ERISA Plans and other plans subject to such provisions (collectively, "Benefit Plans") and fiduciaries, service providers and certain other persons having a specified relationship with such plans (referred to as "parties in interest" under ERISA and "disqualified persons" under Section 4975 of the Code). Fiduciaries of any Benefit Plan should consult with their counsel to determine if participation in the AlphaKeys Fund is a transaction which is prohibited by ERISA or Section 4975 of the Code. Each purchaser or transferee of an Interest shall be deemed to have represented and agreed that, during the period it holds any interest in an Interest, either (i) it is not, nor is it using the assets of, a Benefit Plan or a governmental plan, foreign plan or church plan subject to any federal, state, local or foreign law that is substantially similar to the prohibited transaction provisions of Title I of ERISA or Section 4975 of the ER305378-MAXWELL -50- CONFIDENTIAL UBSTERRAMAR00001831 EFTA00237462 Code ("Similar Law") to acquire and hold such Interests or (ii) its acquisition, holding and disposition of such Interests does not and will not constitute or otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, or a violation of Similar Law. Plan Assets. The Department of Labor ("DOL") has adopted a regulation (the "Plan Assets Regulation") that defines what constitutes the assets of a Benefit Plan that owns an equity interest in an entity for purposes of ERISA and Section 4975 of the Code. Under a look-through rule in such regulation, when a Benefit Plan owns an equity interest in an entity, such interest and a proportionate, undivided interest in each of the underlying assets of the entity are treated as if they were "plan assets" of such Benefit Plan and therefore subject to the fiduciary standards of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code, unless an exception to such look-through rule applies. The look-through rule does not apply to an entity in which participation by "Benefit Plan Investors" (as defined below) in the aggregate is not "significant" (as such term is defined in the Plan Assets Regulation). For purposes of the Plan Asset Regulation, as modified by ERISA, the term "Denefit Plan Investor" means (i) any employee benefit plan that is subject to Part 4 of Subtitle B of Title I of ERISA or a "plan" described in Section 4975(eX1) of the Code, and (ii) any entity that is treated as having "plan assets" of such plans by reason of the Plan Assets Regulation or otherwise. Participation by Benefit Plan Investors is "significant" if Benefit Plan Investors own, immediately after the most recent acquisition of any equity interest in the entity, at least 25% of any class of equity interest, disregarding for purposes of such calculation any interests owned by any person (excluding any Benefit Plan Investor) having discretionary control of the assets of the AlphaKeys Fund or rendering investment advice to the AlphaKeys Fund for a fee, and their affiliates (collectively, "Disregarded Parties"). The AlphaKeys Fund intends to limit participation in the AlphaKeys Fund by Benefit Plan Investors to less than 25% of the Interests therein so as to comply with the 25% test noted above. In order to effect this limitation, no purchase, redemption or transfer of an Interest by, or proposed transfer to, a person will be permitted to the extent that such purchase, redemption or transfer would result in persons that have represented that they are Benefit Plan Investors owning 25% or more of the outstanding Interests immediately after such purchase or proposed transfer (determined in accordance with the Plan Asset Regulations). Accordingly, investors in the AlphaKeys Fund will be required to represent and agree whether and to what extent they constitute or will constitute Benefit Plan Investors or Disregarded Parties, and the AlphaKeys Fund, the Member Designee and the Administrator will be entitled to exclusively rely on such representations and warranties without any inquiry or diligence. Compliance with the 25% test may require the AlphaKeys Fund to limit the transferability of Interests to Benefit Plan Investors or to Disregarded Parties. There can be no assurance that, despite the restrictions relating to purchases or transfers and the procedures to be employed by the AlphaKeys Fund, participation by Benefit Plan Investors will not be considered significant for purposes of the Plan Assets Regulation. If the underlying assets of the AlphaKeys Fund are deemed to be "plan assets," the obligations and other responsibilities of Benefit Plan sponsors, Benefit Plan fiduciaries and Benefit Plan administrators, and of "parties in interest" and "disqualified persons" (as defined under ERISA and the Code), under Parts 1 and 4 of Subtitle B of Title I of ERISA and Section 4975 of the Code, as applicable, may be expanded, and there may be an increase in their liability under these and other provisions of ERISA and the Code (except to the extent (if any) that a favorable statutory or administrative exemption or exception applies); in addition, various providers of fiduciary or other services to the AlphaKeys Fund, and any other parties with authority or control with respect to the AlphaKeys Fund, could be deemed to be Benefit Plan fiduciaries or otherwise parties in interest or disqualified persons by virtue of their provision of such services (and there could be an improper delegation of authority to such providers). General. Governmental plans and certain church and other plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be ER305378-MAXWELL -51- CONFIDENTIAL UBSTERRAMAR00001832 EFTA00237463 subject to state, federal, or other laws that are substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should consult with their counsel before purchasing any Interests. Prospective Members should consult with their counsel and advisors as to the provisions of ERISA and any similar federal, state or local law applicable to an investment in the AlphaKeys Fund. Bank Ho/ding Company Act The Member Designee is, for purposes of the BHC Act, a subsidiary of UBS AG, which is subject to supervision and regulation by the Federal Reserve. It is not expected that UBS AG will be deemed to control the AlphaKeys Fund for purposes of the BHC Act. There can be no assurance that the bank regulatory requirements applicable to UBS AG will not likewise apply to the AlphaKeys Fund and therefore have a material adverse effect on the AlphaKeys Fund and its operations. For example, such regulations could require the AlphaKeys Fund to dispose of its investment in the Underlying Fund earlier than anticipated by the Member Designee or the dissolution of the AlphaKeys Fund earlier than anticipated by the Member Designee, potentially having a negative impact on the returns of the AlphaKeys Fund. The Member Designee, UBS AG and the AlphaKeys Fund may be able to rely on other statutory and regulatory provisions in order to maintain compliance with the BHC Act to the extent applicable to the AlphaKeys Fund. The Member Designee reserves the right to rely on any such applicable exemptions and to take all reasonable steps deemed necessary, advisable or appropriate in its sole discretion for the AlphaKeys Fund or the Member Designee to comply with the BHC Act, including, without limitation, refraining from voting on matters presented by the Underlying Fund and, if permitted, disposing of all or any portion of the AlphaKeys Fund's investment in the Underlying Fund or any portfolio company that does not conform to BHC Act requirements. The BHC Act and Federal Reserve regulations and interpretations thereunder may be amended over the term of the AlphaKeys Fund, which could also result in further restrictions on the activities or investments of the AlphaKeys Fund. ER305378-MAXWELL -52- CONFIDENTIAL UBSTERRAMAR00001833 EFTA00237464 APPENDIX A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF BLACKSTONE REAL ESTATE PARTNERS EUROPE V LP. This Appendix A contains the Confidential Private Placement Memorandum of Blackstone Real Estate Partners Europe V M. (as amended, restated or supplemented from time to time, collectively, the "Underlying Fund Memorandum"). Each prospective investor should carefully review the Underlying Fund Memorandum, which has been furnished by Blackstone. Such information has not been prepared by or independently verified by the AlphaKeys Fund, the Placement Agent, the Member Designee, the Administrator or any of their respective affiliates and none of the foregoing makes any representation or warranty with respect to, or shall be responsible for, the accuracy or completeness of such information. Descriptions of any rights, benefits and effects described in the Underlying Fund Memorandum will inure to the benefit of, and/or apply to, the AlphaKeys Fund as a whole and not to the Members in the AlphaKeys Fund. Purchasers of Interests will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund, will have no voting rights in the Underlying Fund and will have no standing or recourse against any of the Underlying Fund, the Underlying Fund General Partner, the Underlying Fund Adviser, their respective affiliates or any of their respective general partners, managers, investment advisors, officers, directors, employees, partners or members. Performance shown in the Underlying Fund Memorandum is that of the funds managed by the Underlying Fund Adviser. Such performance is not indicative of future results. The Underlying Fund Memorandum contains certain performance information for funds and investment products managed by Blackstone and its affiliates (including investment teams other than those responsible for the Underlying Fund) and with strategies different from the Underlying Fund and the AlphaKeys Fund. This performance information is provided solely for background and informational purposes. The Underlying Fund Memorandum includes a variety of performance information relating to the Underlying Fund and other investment vehicles managed by the Underlying Fund General Partner and/or the Underlying Fund Adviser. Information presented about other funds or selected investments made by the Underlying Fund General Partner and/or the Underlying Fund Adviser, while informative regarding the experience of the Underlying Fund General Partner and/or the Underlying Fund Adviser, are not indicative of, and in some cases may be irrelevant to, an assessment of the potential performance or investments of the AlphaKeys Fund (in connection with its investment in the Underlying Fund). While reviewing the performance information set forth in the Appendix to the Underlying Fund Memorandum, investors should pay particular attention to the net return information provided in the endnotes to such Appendix. THE PERFORMANCE SHOWN IN THE UNDERLYING FUND MEMORANDUM IS NOT THAT OF THE ALPHAKEYS FUND. PERFORMANCE SHOWN IS NOT NET OF ADDITIONAL FEES THAT WILL BE CHARGED AT THE ALPHAKEYS FUND LEVEL. The returns of the AlphaKeys Fund will be lower, and may be materially lower, than the returns at the Underlying Fund level. Performance shown in the Underlying Fund Memorandum does not include AlphaKeys Fund-level Fees and Expenses or the Placement Fee (if charged). Such fees will reduce returns. Returns for the AlphaKeys Fund may also differ from the returns of the Underlying Fund as a result of funds invested in Temporary Investments by the AlphaKeys Fund and delayed distributions by the AlphaKeys Fund to its investors. ER305378-MAXWELL A-1 CONFIDENTIAL UBSTERRAMAR00001834 EFTA00237465 Actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, legal and contractual restrictions, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the valuations used in the prior performance data contained in the Underlying Fund Memorandum are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from the returns indicated therein. In considering any performance information contained therein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Underlying Fund or the AlphaKeys Fund will achieve comparable results or that the Underlying Fund will be able to implement its investment strategy, achieve its investment objectives or avoid substantial losses. In considering the performance information of BREP Global Funds (as defined in the Underlying Fund Memorandum) please also see endnote (4) to the Overview of the Underlying Fund in the Underlying Fund Memorandum. An investor in the AlphaKeys Fund may suffer significant losses. Any losses by the AlphaKeys Fund will be borne solely by the Members and not by the Member Designee, the Administrator or their affiliates. ER305378-MAXWELL A- I CONFIDENTIAL UBSTERRAMAR00001835 EFTA00237466 Confidential & Trade Secret Private Placement Memorandum Blackstone Real Estate Partners Europe V A Real Estate Investment Fund Offering of Limited Partnership Interests ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001836 EFTA00237467 [this page Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001837 EFTA00237468 Confidential Offering of Limited Partnership Interests - BREP Europe V Confidential Offering of Limited Partnership Interests—BREP Europe V This confidential private placement memorandum (as amended. restated or supplemented from time to time, this "Memorandum") is furnished on a confidential basis to a limited number of sophisticated investors for the purpose of providing certain information about an investment in exempted limited partnership interests (the "Interests") in Blackstone Real Estate Partners Europe V if., a Cayman Islands exempted limited partnership (the "Partnership" and together with its Parallel Funds (defined herein), "BREP Europe V"). Capitalized terms used in this Memorandum will, unless expressly defined herein, have the meanings given to such terms in Section II — "Summary Terms of the Partnership". The Interests have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or by any other U.S. federal or state securities commission or regulatory authority or any non-U.S. securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. Any representation to the contrary may be a criminal offense. The Interests have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any U.S. state or the securities laws of any other country or any other jurisdiction, nor is such registration contemplated. The Interests will be offered and sold in the United States under the exemption provided by Section 4(aX2) of the 1933 Act and Regulation D promulgated thereunder and/or other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, and in compliance with any applicable U.S. state or other securities laws. The Interests may not be sold or transferred (i) except as permitted under the Partnership's Amended and Restated Agreement of Exempted Limited Partnership (as amended, restated or supplemented from time to time, the "Partnership Agreement"), and (ii) unless they are registered under the 1933 Act and under any other applicable securities laws, or an exemption from such registration thereunder is available. The Interests may also be offered and sold outside of the U.S. under the exemption provided by Regulation S under the 1933 Act. The Partnership will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). It is not expected that the Interests will be registered under Section 12(g) or any other provision of the U.S. Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the -Exchange Act"). There is no public market for the Interests, and no such market is expected to develop in the future. This is not an offer or invitation to the public in the Cayman Islands to subscribe for Interests. Potential investors should pay particular attention to the information in Section V: "Risk Factors and Potential Conflicts of Interest" of this Memorandum. Investment in the Partnership is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership. Investors in the Partnership must be prepared to bear such risks for an extended period of time. No assurance can be given that the Partnership's investment objectives will be achieved or that investors will receive a return of their capital. In making an investment decision, investors must rely on their own examination of the Partnership and the terms of the offering, including the merits and risks involved. Prospective investors should not construe the contents of this Memorandum as legal, tax, investment or, accounting advice. Each prospective investor is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial, and accounting consequences of an investment in the Partnership. This Memorandum is not a prospectus and does not purport to contain all of the information an investor may require to form an investment decision. It is not intended to be relied upon solely in relation to, and must not be taken solely as the basis for, an investment decision. This Memorandum contains a summary of the Partnership Agreement and certain other documents referred to herein. However, the summaries set forth in this Memorandum do not purport to be complete and are subject to and qualified in their entirety by reference to the Partnership Agreement and such other ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001838 EFTA00237469 Confidential Offering of-Limited Partnership Interests - BEEP Europe V documents, copies of which will be provided to any prospective investor upon request and which should be reviewed for complete information concerning the rights, privileges, and obligations of investors in the Partnership. In the event that the descriptions or terms in this Memorandum arc inconsistent with or contrary to the descriptions in or terms of the Partnership Agreement or such other documents, the Partnership Agreement and such other documents will control. Blackstone Real Estate Associates Europe V M., a Cayman Islands exempted limited partnership and the general partner of the Partnership (the "General Partner"), reserves the right to modify the terms of the offering and the Interests described in this Memorandum. The Interests are offered subject to the General Partner's ability to reject any prospective investor's commitment in whole or in part in its sole discretion. During the course of the offering and prior to a purchase of Interests by a prospective investor, each offeree of the Interests and its purchaser representative(s), if any, are invited to meet with representatives of the Partnership and to discuss with, ask questions of, and receive answers from such representatives concerning the terms and conditions of the offering, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained in this Memorandum. Subject to the foregoing, any representation or information not contained herein must not be relied upon as having been authorized by Blackstone, the Partnership, the General Partner, any placement agent, or any of their respective affiliates since no person has been authorized to make any such representations or to provide any such information. The delivery of this Memorandum does not imply that the information contained herein is correct as of any date subsequent to the date on the cover hereof or, if earlier, the date when such information is referenced. Certain information contained in this Memorandum (including certain forward-looking statements and information) has been obtained from published and non-published sources and/or prepared by other parties and in certain cases has not been updated through the date hereof. In addition, certain information contained herein has been obtained from third parties, including companies in which investments have been made by Blackstone. While such sources are believed to be reliable, none of Blackstone, the Partnership, the General Partner, any placement agent, or any of their respective directors, officers, employees, partners, members, shareholders, or their affiliates, or any other person assumes any responsibility for the accuracy or completeness of such information. Statements contained in this Memorandum that are not historical facts, including statements regarding trends, market conditions and the expertise or experience of Blackstone or the BREP Europe investment team, are based on current expectations, estimates, projections, opinions, and/or beliefs of Blackstone. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Prospective investors should not rely on these statements as if they were fact. Momover, certain information contained in this Memorandum constitutes -forward-looking statements," which can be identified by the use of forward-looking terminology such as "mad.' "should," -expect." "anticipate," "project," -target. -estimate," -intend." "continue," or "believe," or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including, but not limited to, those set forth in Section V: "Risk Factors and Potential Conflicts of Interest" of this Memorandum, actual events or results or the actual performance of the Partnership may differ materially from those reflected or contemplated in such forward-looking statements. None of the individual members or any employee or director of Blackstone referred to herein hold themselves out to any person for any purpose as general partner. Statements contained herein are not made in any person's individual capacity, but rather on behalf of the General Partner and/or Blackstone Real Estate Advisors the Partnership's investment advisor (the "Investment Advisor"), as applicable. References herein to "expertise" or any party being an "expert" are based solely on the belief of Blackstone, are intended only to indicate proficiency as compared to an average person and in no way limit the exculpation provisions and related standard of care as more fully described in Section V: "Risk Factors and Potential Conflicts of Interest". Additionally, any awards, honors, or other references or rankings referred to herein with respect to Blackstone and/or any investment professional are provided solely for informational purposes ER305378-MAXWELL. ii Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001839 EFTA00237470 Confidential Offering of Limited Partnership Interests - BREP Europe V and arc not intended to be, nor should they be construed or relied upon as, any indication of future performance or other future activity. Any such awards, honors, or other references or rankings may have been based on subjective criteria and may have been based on a limited universe of participants, and there are other awards, honors, or other references or rankings given to others and not received by Blackstone and/or any investment professional of Blackstone. The performance information, selected examples, case studies and/or transaction summaries presented in or referred to in this Memorandum arc presented solely for illustrative purposes and may not be representative of all transactions of a given type or of investments generally and am intended to be illustrative of the types of investments that may be made by the Partnership employing the investment strategies detailed in Section I: "Overview of Blackstone Real Estate Partners Europe V". Prospective investors should also note that the selected examples, case studies and/or transaction summaries presented in or referred to in this Memorandum have not involved all of the Blackstone professionals who will be involved with the management and operations of the Partnership. In addition, certain of the persons that were involved in the investment program of Blackstone Real Estate Partners Europe IV •., the Partnership's predecessor fund (together with its parallel funds and related vehicles, "BREP Europe IV", and collectively, with its predecessor funds and their respective parallel funds and related vehicles, the "BREP Europe Funds") (including certain members of the investment committee thereof), will not be actively involved in BREP Europe V or will function in different roles at Blackstone, which may impact the Partnership's ability to achieve comparable returns. There can be no assurance that the Partnership will achieve comparable results, that it will be able to implement its investment strategy, achieve its investment objective or avoid substantial losses. See Section I: "Overview of Blackstone Real Estate Partners Europe V" and the more detailed information in the Appendix for information on the overall investment performance of the BREP program. The performance information and other references to BREP Global Funds and BREP Asia presented in or referred to in this Memorandum includes pre-Blackstone Real Estate Partners investments, Blackstone Real Estate Partners ("BREP I"), Blackstone Real Estate Partners II ("BREP Blackstone Real Estate Partners III ("BREP III"), Blackstone Real Estate Partners IV M. ("BREP IV"), Blackstone Real Estate Partners V ("BREP V"), Blackstone Real Estate Partners VI M. ("BREP VI"), Blackstone Real Estate Partners VII ("BREP VII") and Blackstone Real Estate Partners VIII ("BREP VIII') (collectively, with their respective parallel fluids and related vehicles, the "BREP Global Funds"), and Blackstone Real Estate Partners Asia M. (together with its parallel funds and related vehicles, "BREP Asia" and together with the BREP Europe Funds and the BREP Global Funds, in each case, together with any co-investments related thereto (as the context requires), the "BREP Funds"). In considering the performance information presented or referred to in this Memorandum, prospective investors should note that the real estate investment activities in Europe that BREP Europe V is expected to conduct and the European markets in which it will primarily invest differ significantly from both the North American investments and markets on which much of the BREP Global Funds' investment performance described herein is principally based and the Asian investment and markets on which all of BREP Asia's investment performance as described herein is based. The BREP Global Funds and BREP Asia have different day-to-day management personnel and the BREP Global Funds have aggregate capital commitments that materially exceed the targeted size of BREP Europe V. Moreover, the actual investments to be made by BREP Europe V differ from those investments presented or referenced herein. The performance information provided herein for the BREP Funds is solely for background purposes and should not be considered an indication of the future performance of BREP Europe V. References to co- investment or co-invested capital herein refer to capital subscribed for by third parties (including limited partners in addition to their commitments to the relevant BREP Fund) alongside certain of the BREP Funds, as the context requires. The performance information for co-investments contained herein is presented on an overall basis, representing the aggregate of discrete co-investment transactions alongside such BREP Funds, and not with respect to a particular fund or managed investment portfolio. Such net returns were calculated in a manner consistent with the calculation of the net returns for the BREP Funds ER305378-MAXWELL Blackstone Real Estate Partners Europe V iii CONFIDENTIAL UBSTERRAMAR00001840 EFTA00237471 Confidential Offering of-Limited Partnership Interests - BEEP Europe V and may not reflect the actual returns of investors in each such co-investment. Past performance of co- investments is not necessarily indicative of the results of any figure co-investment opportunities that may be offered. Moreover, any information included in this Memorandum with respect to an investment by any Blackstone-sponsored investment vehicle is provided solely in connection with the offering of interests in BREP Europe V, does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of any other person or any other Blackstone-sponsored vehicle and investors should bear in mind that although certain aspects of the investment programs of such other Blackstone-sponsored vehicles and the Partnership may overlap in certain respects, such other Blackstone-sponsored vehicles and the Partnership have different investment objectives and arc primarily managed on a day-to-day basis by different teams of Blackstone investment professionals. The information provided herein regarding the investment performance of such other Blackstone vehicles is therefore provided solely for background purposes and should not be considered as an indication of future performance by the Partnership or relied upon as an indication of future performance of the Partnership. Past performance is not necessarily indicative of future results, and them can be no assurance that the Partnership will achieve comparable results, that it will be able to effectively implement its investment strategy, achieve its investment objective or avoid substantial losses. Unless otherwise indicated, all compound annual internal rates of return ("IRRs") and multiples of invested capital ("MOICs") are presented on a "gross" basis (i.e., before management fees, organizational expenses, partnership expenses, the general partner's allocation of profit, taxes and other expenses borne by investors in the Partnership, which in the aggregate are expected to be substantial, but after all other expenses). Net IRRs and Net MOICs, which are calculated after management fees, organizational expenses, partnership expenses, taxes and the general partner's allocation of profit (but before tax withholdings incurred by the limited partners directly) will be materially lower. The gross and net IRRs for the Partnership may differ materially from the returns indicated for the prior BREP Funds described herein. For a description of such types of fees and expenses with respect to the Partnership, see Section II: "Summary Terms of the Partnership," Section V: -Risk Factors and Potential Conflicts of Interest—Partnership Expenses" and Form ADV Part 2A maintained by the Investment Advisor, a copy of which will be furnished to each investor prior to its admission to the Partnership. Unrealized investments are valued in accordance with Blackstone's valuation policies and guidelines (as described elsewhere in this Memorandum), which reflect a combination of valuation methodologies and are based on proceeds received and/or the general partner's assumptions regarding valuation and proceeds projected or expected to be received and involve a significant degree of judgment. While the general partner's valuations are based on assumptions that the general partner currently believes are reasonable under the circumstances, there is no guarantee that the conditions on which such assumptions are based will materialize or otherwise be applicable to such investments. Valuations of unrealized investments shown herein have been affected by changes in market conditions and currency exchange rates, prevailing conditions in the real estate and credit markets, and other macro-economic factors, and are subject to a number of risks and uncertainties. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, legal and contractual restrictions, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the valuations used in the prior performance data contained herein are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from the mums indicated herein. The performance information, selected examples and transaction summaries presented in this Memorandum or otherwise available as referenced herein, as well as any information derived by you from the information contained in this document, may not be representative of all transactions of a given type or of investments generally and are intended to be illustrative of the types of investments that may be made by the Partnership employing the investment strategies detailed in Section I: "Overview of Blackstone Real Estate Partners Europe V." Prospective investors should also note that the selected examples, case studies, and/or transaction summaries presented in or referred to in this Memorandum do ER305378-MAXWELL iv Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001841 EFTA00237472 Confidential Offering of Limited Partnership Interests - BREP Europe V not involve all of the Blackstone professionals who will be involved with the management and operations of the Partnership and involved other Blackstone personnel who will not be involved in the activities of the Partnership. There can be no assurance that the Partnership will be able to obtain comparable returns, be able to implement its investment strategy, achieve its investment objective or avoid substantial losses. See "Appendix: Overview of Blackstone Real Estate Investments" for information on the overall investment performance of the BREP Funds (excluding co-investments). The benchmark data referred to herein with respect to the investment performance of the BREP Funds is based on the NCREIF-ODCE (NCREIF Fund Index - Open-End Diversified Core Equity) index. Blackstone's funds, including all of the BREP Funds, differ from the NCREIF-ODCE in material respects and, as such, the comparison to the NCREIF-ODCE is for informational purposes only and should not be relied upon for any purpose, and is provided solely as an indication of returns that could be earned by investors by making similar investments in the basket of "tom" real estate investment funds that comprise the NCREIF-ODCE index. See endnote 1 to Section I: "Overview of Blackstone Real Estate Partners Europe V" for important information regarding the methodoloff used to calculate NCREIF outperformance and for other important considerations regarding such information. The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. Please see the various U.S and non-U.S. securities laws legends that are found in Section VII — "Securities Law Legends" of this Memorandum. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy Interests in any state or other jurisdiction to any person to whom it is unlaN% ful to make such offer or solicitation in such state or jurisdiction. The distribution of this Memorandum and the offer and sale of the Interests in certain states and other jurisdictions may be restricted by law. Prospective non-U.S. investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile, and place of business with respect to the acquisition, holding, or disposal of Interests, and any non-U.S. exchange restrictions that may be relevant thereto. This offering does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. The Interests may not be offered or sold, directly or indirectly, and this Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Interests that are acquired by persons not entitled to hold them will be compulsorily redeemed. In this Memorandum, references to the "United States" or "U.S." will mean the United States of America, its territories and possessions, any state thereof and the District of Columbia. References to "S" or "Dollars" are to United States dollars and references to "E" or "Euros" are to the Euro unless the context indicates otherwise. Performance information set forth in this Memorandum is in Dollars unless otherwise specified. Gains regarding non-U.S. investments may include currency gains. References throughout this Memorandum to "The Blackstone Group°" or -Blackstone*" represent references to The Blackstone Group M. and/or its affiliates. References throughout this Memorandum to "BREP International (Europe)," -BREP International (Europe) II," "BREP Europe III," "BREP Europe IV" and "BREP Europe" represent references to the Partnership and its predecessor funds that invested primarily in Europe. Although the predecessor funds could invest outside of Europe. only a de minimis amount was actually so invested. This Memorandum is to be used by the prospective investor to which it is furnished solely in connection with the consideration of the purchase of the Interests described herein. This Memorandum contains confidential, proprietary, trade secret and other commercially sensitive information and should be treated in a confidential manner. Your acceptance of this document from Blackstone constitutes your agreement to (i) keep confidential all the information contained in this document, as well as any information derived by you from the information contained in this document (collectively, "Confidential Information") and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001842 EFTA00237473 Confidential Offering of Limited Partnership Interests - BREP Europe V Information for any purpose other than to evaluate an investment in BREP Europe V, (iii) not to use the Confidential Information for purposes of trading any security, including, without limitation, securities of Blackstone or entities in which Blackstone or its affiliates have investments, and (iv) promptly return this document and any copies hereof to Blackstone upon Blackstone's request, in each case subject to the confidentiality provisions more fully set forth in this Memorandum and any written agreement between the recipient and Blackstone, if any. Notwithstanding anything in this Memorandum to the contrary, to comply with U.S. Treasury Regulations Section 1.6011-4(bX3Xi), each limited partner (and any employee. representative or other agent of such limited partner) may disclose to any and all persons, without limitation of any kind, the U.S. federal, state or local income tax treatment and tax structure of the Partnership or any transactions undertaken by the Partnership, it being understood and agreed, for this purpose, CO the name of, or any other identifying information regarding (A) the Partnership or any existing or future investor (or any affiliate thereof) in the Partnership, or (B) any investment or transaction entered into by the Partnership, (ii) any performance information relating to the Partnership or its investments, and (iii) any performance or other information relating to previous funds or investments sponsored by Blackstone (as defined herein), do not constitute such tax treatment or tax structure information. Blackstone Advisory Partners.. ("BAP'). a registered broker-dealer affiliate of the General Partner. will serve as a placement agent for the Partnership in the United States. BAP will not be compensated for such services as placement agent. The General Partner expects to retain other placement agents for the Partnership that will receive compensation from the Investment Advisor or its affiliates for their placement services rendered with respect to the Partnership. A prospective investor solicited by a placement agent will be advised, and asked to acknowledge its understanding, ofany such arrangement. ER305378-MAXWELL vi Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001843 EFTA00237474 Confidential Offering of Limited Partnership Interests - BEEP Europe V Inquiries should be directed to: The Blackstone Group M. 345 Park Avenue New York, NY 10154 Kathleen McCarthy Global Chief Operating Officer Lama Kanazeh Managing Director December 2015 ER305378-MAXWELL Michael Casey Senior Managing Director Alexandra Hill Managing Director Sprogis Allie Sweeney Managing Director Managing Director Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001844 EFTA00237475 [this page Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001845 EFTA00237476 Table of Contents I. Overview of Blackstone Real Estate Partners Europe V II. Summary Terms of the Partnership 19 III. Management of Blackstone Real Estate Partners Europe V 43 IV. Overview of Blackstone 53 V. Risk Factors and Potential Conflicts of Interest 55 VI. Regulatory, Tax, and ERISA Considerations 107 VII. Securities Law Legends 127 Appendix: Overview of Blackstone Real Estate Investments 145 ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001846 EFTA00237477 [this page Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001847 EFTA00237478 Overview of Blackstone Real Estate Partners Europe V I. Overview of Blackstone Real Estate Partners Europe V Blackstone's Real Estate group was founded in 1991 and is one of the largest real estate investment managers in the world, with $93 billion of investor capital under management. Blackstone is raising its fifth European real estate opportunity fund, Blackstone Real Estate Partners Europe V M. ("BREP Europe V" or the "Partnership"). BREP Europe V will be focused solely on European real estate. For 24 years, over the course of strikingly different economic cycles, Blackstone Real Estate has consistently generated solid results for its investors, materially outperforming industry benchmarks.' Blackstone's BREP Funds'- have generated a net IRR of 17% since 1991 on over $56 billion of invested capital? BREP Funds' Realized and Unrealized Performance Through September 30, 2015' (For $ in thousands) Fund Investment Period Invested Capitals Net IRR6 BREP Intl '01-05 E657,699 23% BREP Intl II '06-08 1,398,799 6% BREP Europe III '09-13 2,937,663 20% BREP Europe IV '13-Present 3 902 316 21% Total Europe Funds E8,896,477 14% Pre BREP '91-93 $140,714 33% BREP I '94-96 467,168 40% BREP II '96-99 1,218,877 19% BREP III '99-03 1,415,422 21% BREP IV '03-05 2,737,219 13% BREP V '06-07 5,770,619 11% BREP VI '07-11 10,928,359 13% BREP VII '11-15 13,989,815 24% BREP VIII '15-Present 676,059 NM' BREP Asia '13-Present 1,881,968 14% Co-Investments '95-Present 5 709 088 16%8 Total Global/Asia Funds $44,935,308 17% Total BREP Funds $56,440,007 17% Past performance is not indicative of future results, and there can be no assurance that the Partnership will achieve comparable results, that it will be able to implement its investment strategy, achieve its objectives or avoid losses. With resuixt to all investment and performance data includedfand or referred to in this Section I, please see pp.i-vii of this Memorandum, the endnotes in this Section I and Appendix — "Overview of Blackstone Real Estate Investments" for the investment performance summaries and the endnotes referred to herein. ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001848 EFTA00237479 Overview of Blackstone Real Estate Partners Europe V Between 2008 and 2010 BREP's European team was patient and disciplined, investing only a limited amount of capital. Beginning in 2011 Blackstone sharply increased its investment activity in Europe as banks and distressed owners began to capitulate and aggressively market assets for sale. BREP Europe Invested Capital Summarv9 In Euro Millions C 3326 € 3 , 1 1 8 €2,117 C 1,76o € 842 C 237 €57 2009 2010 2011 2012 2013 2014 2015 VW Blackstone's longstanding presence in the European markets and access to sizable capital enabled it to participate in recovering real estate values earlier than many of its competitors. For example Blackstone began acquiring London office buildings in 2009 with its acquisition of a 50% interest in the Broadgate Estate (16 trophy office buildings; 4.4 million square feet). Since then Blackstone acquired 25 London office buildings comprising over six million square feet, and Blackstone is now one of the largest private landlords of London office buildings. Blackstone's current European fund, BREP Europe IV, began investing in late 2013. In only two years BREP Europe IV invested/committed E5.3 billion of capital in over 61 separate transactions across Europe.10 BREP Europe IV has now invested, committed or established reserves for the majority of its available capital. We believe conditions in Europe remain favorable for opportunistic real estate investment, characterized by: • Lingering Distress European banks still hold 0531 billion" of non-core commercial real estate loans that will need to be resolved ahead of the implementation of increasingly restrictive banking regulations. Open-end funds have approximately El 1 billion"' of real estate to sell prior to scheduled fund liquidation dates. Overleveraged owners of real estate face loan maturities and in many cases are unable or unwilling to invest additional equity into their properties. • Diminished levels of competing opportunistic capital for large, complicated investments BREP Europe IV (€6.5 billion) is the only large dedicated pan-European real estate fund actively investing across all major real estate sectors, which Blackstone believes is over three times as large as its nearest pan-European competitor. We believe scale, along with BREP's well- established reputation for closing with speed and certainty, has enabled BREP Europe IV to complete over 2/3 of its 2015 transactions on an off-market basis. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001849 EFTA00237480 Overview of Blackstone Real Estate Partners Europe V • Favorable supply and demand fundamentals for European real estate New supply remains constrained in almost all real estate sectors. Capital for new development is limited, especially for speculative projects. We believe minimal new supply, combined with improving economic growth, should enable owners of real estate to benefit from declining vacancies and, over time, higher rents. • Modestly Improving Economy The Eurozone economy has begun to recover slowly, supported by quantitative easing by the European Central Bank, lower energy prices, and a weaker euro. These conditions have led to modest, albeit uneven, GDP growth and job creation across the region. We believe Blackstone is distinctly qualified to continue to take advantage of the favorable investment environment: • Established and Seasoned Team in Europe BREP has invested in Europe for 19 years and Blackstone opened its London office in 2000. Blackstone Real Estate's Europe team has grown to 84 professionals representing 20 nationalities. We believe the international diversity of the team and its extensive relationships within specific countries and regions provide a competitive edge in sourcing and executing transactions. We believe that the team's comprehensive knowledge of each country•'s language, legal and regulatory framework, protocol, culture, business approach and local relationships would be extraordinarily difficult for newer or smaller fund managers to replicate. • Proven reputation to execute large, complicated transactions with speed and certainty The size of the BREP Funds continues to be a key advantage, allowing Blackstone to identify and execute large, complicated transactions with speed and certainty, often on an off-market basis. Blackstone can rapidly dedicate large and experienced teams of professionals to underwrite, conduct detailed due diligence, and negotiate comprehensive agreements to acquire sizable portfolios under extremely tight timeframes. • Platforms Blackstone's operating platforms around the world provide invaluable real-time proprietary data regarding market and property conditions and trends. This data informs our acquisition and asset management strategies and decisions. The platforms' large teams of real estate professionals also provide assistance in the day-to-day management of many of Blackstone's Europe investments as well as support BREP in its acquisition activity. BREP Europe's sector-specific operating platforms have expanded in number, size, and focus over the past three years, and now include entities dedicated to logistics, retail, office. multifamily, and REO / loan servicing. • Unparalleled relationships within the industry Blackstone's longstanding tenure in the region and around the world has reinforced extensive connections to major financial institutions, brokers, and sellers, leading to new investment opportunities. The scale of Blackstone's capital commitments and team, combined with its execution reputation and the market conditions described above have enabled the BREP Funds to participate in compelling investment opportunities that we believe would be difficult to replicate. For example:13 • GE Capital Real Estate Portfolio - $23 billion enterprise value The GE Portfolio was a $23 billion global debt and equity portfolio that represented substantially all of GE Capital's global real estate holdings. In March 2015 GE made a strategic decision to exit its real estate business. GE intended to announce a sale in connection with its first quarter earnings release in April 2015, and identified Blackstone Real Estate as ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001850 EFTA00237481 Overview of Blackstone Real Estate Partners Europe V the only potential buyer that could underwrite and commit to acquire the portfolio within this accelerated timeframe. Blackstone brought in a partner for $9 billion of GE's loan book, and acquired the remaining $14 billion of assets through four Blackstone real estate vehicles, including BREP Europe IV. The size of Blackstone Real Estate's global team and its familiarity with the assets and markets enabled it to underwrite GE's highly complex portfolio (612 assets: 14 countries) in less than a month. BREP Europe IV and BREP VIII acquired substantially all of the European assets in the GE portfolio. which consisted of 222 assets located in eight countries. BREP Europe IV and BREP VIII acquired the portfolio for E1.8 billion, which represented a 28% discount to estimated replacement cost. • Hercules Debt Portfolio - 63.6 billion enterprise value The Hercules investment is a E6.4 billion face value sub- and non-performing residential mortgage loan portfolio in Spain that Blackstone acquired for E3.6 billion. The portfolio was secured by 37,229 principally occupied residential units, most of which are in densely- populated and in-fill locations in and around Barcelona. Blackstone acquired the portfolio from CatalunyaCaixa, a nationalized Spanish savings bank under pressure to clean up its balance sheet in advance of its sale back into the private market. Blackstone's purchase price equated to a 38% discount to face, a 59% discount to the properties' original appraised values of E8.9 billion and a 31% discount to spot value. Blackstone's basis of E902 per square meter ($89 per square foot) is equivalent to where Spanish home prices were in 2003. • European Logistics Portfolio - ES.I billion enterprise value Blackstone assembled a 116 million square foot industrial portfolio in the U.S. between 2010 and 2014. The U.S. acquisitions were possible due to historically distressed pricing following the financial crisis in 2008/2009. Blackstone identified similar anomalies between existing and historical prices for logistics properties in Europe and in early 2012 began acquiring logistics assets in the UK, France and Poland. Blackstone now has invested or committed E2.8 billion of equity in 47 transactions to assemble a 133 million square foot portfolio, making it the largest owner of logistics assets in Europe. The properties are located across 18 countries, with 61% of the portfolio concentrated in the UK, Germany, and France. Blackstone's total consideration of E8.2 billion represents an average going-in yield of 7.3% versus public comparables that currently arc trading at an implied yield of 5.2%. Blackstone established an operating platform, Logicor, to assist in the management of the portfolio. The Logicor management team provides extensive proprietary market expertise and critical support to BREP's acquisition and asset management functions. Blackstone believes the economies of scale provided by the portfolio and the Logicor management platform have resulted in more favorable financing and streamlined operations. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001851 EFTA00237482 Overview of Blackstone Real Estate Partners Europe V Blackstone Real Estate Approach The BREP Funds have generated an aggregate 17% net IRR for their limited partners over the past 24 years, with only 1% realized losses to date (including realized and unrealized invesiments).14 Blackstone believes the BREP Funds' strong returns and their outperformance relative to competitors can be attributed to its approach to managing its business, which includes: • A systematic and disciplined approach to acquiring and managing its real estate portfolio. Blackstone Real Estate has one centralized investment committee that meets weekly to carefully review and challenge investments and dispositions around the world. The committee discussions arc led by Jonathan Gray, Global Hcad of Real Estate and Ken Caplan, Chief Investment Officer. The committee includes all other Senior Managing Directors in the Real Estate group, as well as senior executives of Blackstone, including Stephen Schwarzman, Chairman and CEO, and Hamilton James, President and COO. Blackstone manages its investments through proactive day- to-day asset management, as well as regular global asset reviews and quarterly valuation meetings. • A straightforward investment strategy —"buy it, fix it, sell it" — to acquire high quality, well located assets at discounts to replacement cost, address any property or business issues through proactive asset management, and sell the assets once BREP's objectives are accomplished. • The broad experience of its senior management. The Blackstone Real Estate Group is dominated by professionals who have been with the firm for many years and those who bring their special talents and experience from other areas of the industry. Anthony Myers, Head of Real Estate Europe, has been with Blackstone for 15 years and prior to that worked for a real estate company that Blackstone acquired. Farhad Karim, Chief Operating Officer of Europe, has worked closely with Blackstone Real Estate since 1998. Andrew Lax, Head of Asset Management Europe, has been with Blackstone since 2002. Following the global financial crisis we had the opportunity to expand our team with talented professionals from competing firms that were downsizing or closing. James Scppala joined in 2008 and is now Head of Europe Acquisitions. • A deeply integrated global business that relies on constant communication, frequent asset and strategy reviews with the entire global team, and relocations of professionals among its offices in order to effectively instill BREP's process and culture worldwide. • The scale of its real estate team and proprietary operating platforms. With over $180 billion in gross real estate assets under management, the breadth of Blackstone Real Estate's holdings provide valuable real-time proprietary market data. This proprietary data enables it to target specific themes with conviction and deploy significant amounts of discretionary capital. Its operating platforms enable BREP to underwrite investment opportunities and create value post- acquisition. • Unparalleled relationships within the industry, and access to significant equity and debt capital, allowing Blackstone to identify and execute large complicated transactions with speed and certainty, at attractive pricing metrics. The size of the BREP Funds continues to be a key competitive advantage. • Disciplined Approach to Financing: Blackstone Real Estate has had a long-standing policy of financing with flexible non-recourse debt with limited covenants. This practice enabled BREP to maintain control of its assets through the downturn and participate in valuation recovery. ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001852 EFTA00237483 Overview of Blackstone Real Estate Partners Europe V BREP Europe V Team and Platform The Blackstone Europe real estate team consists of 84 dedicated investment and asset management professionals based in London and Madrid. The Europe team represents 20 different nationalities, including the UK, France, Germany, Spain, Italy, and the Netherlands. Blackstone believes the diversity of the team's backgrounds and local expertise within each country is a powerful advantage relative to competing opportunistic funds in Europe. We believe our team's comprehensive knowledge of languages. legal and regulatory frameworks, protocols, cultures, business approaches and local relationships in countries across Europe provides a distinct competitive edge in sourcing and executing transactions. The team is led by four senior executives who have worked in the real estate industry throughout their careers: • Anthony Myers is the Head of Real Estate Europe and is a member of the Real Estate Executive Committee. Mr. Myers has been with Blackstone since 2000, and led a variety of real estate acquisitions and initiatives across Europe and the United States. • Farhad Karim is the Chief Operating Officer of Europe. Mr. Karim has been with Blackstone since 2011 and worked closely with Blackstone Real Estate since 1998 as an attorney at Simpson Thacher & Bartlett. Mr. Karim has overseen many real estate investments in Europe, Asia, and the Americas, and plays a critical role in negotiating acquisitions and shepherding them to completion. • Andrew Lax is the Head of Asset Management Europe. Mr. Lax has been with Blackstone since 2002 and has worked on investments in both the U.S. and Europe. • James Seppala is the Head of Europe Acquisitions. Mr. Seppala has been with Blackstone since 2011, focusing on investments in both Europe and the United States. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001853 EFTA00237484 Overview of Blackstone Real Estate Partners Europe V Real Estate Investment Environment in Europe We believe the investment environment for real estate remains favorable in Europe, with limited new supply, a modestly improving economy, and a deleveraging banking system. Europe Area GDP growth was modestly positive in 2014 and is forecast to grow 1.5% in 2015. Euro Area GDP Growth' 1.6% 3.5% It 0.9% -0.8% 2011 2012 2013 2014 2013F However, GDP growth rates by country vary. Growth in the UK and Germany reflect a modest economic recovery post-crisis while the Spanish economy only recently has begun to recover. European GDP Growth' 110 105 100 95 90 2008 2009 2010 2011 2012 2013 2014 2015E UK —Germany ..—Spain zi Source: IMF World Economic Outlook. October 2015. TP3(1 -8-MAXWELL Blackstone Real Estate Partners Europe V 7 CONFIDENTIAL UBSTERRAMAR00001854 EFTA00237485 Overview of Blackstone Real Estate Partners Europe V European bank leverage ratios have remained high relative to U.S. banks, suggesting the potential opportunity for further commercial real estate loan sales as well as limited availability of fresh debt capital. Bank Common Equity Ratioili 24X U.S. Spain U.K. France Germany Blackstone believes that the high leverage ratios, as well as new regulations established by Basel Ill and the European Banking Authority, ultimately will force many banks to accelerate delcveraging plans. As of the third quarter of 2015, European banks had approximately 0531 billion of non-core real estate exposure - down less than 10% from the third quarter of 2014. European Bank Non-Core Real Estate Exposureh C584 €53 £531 Qs nom LTM Meet Sales Q3 20r5 The ratio of tangible assets to tangible conunon equity for all banks. Source: SNL, ECB, December 2014. Source: Cushman & Wakefield Corporate Finance. October 2015. r---R305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001855 EFTA00237486 Overview of Blackstone Real Estate Partners Europe V Over 90% of non-com loans arc held by banks in Spain, the UK, Germany, the Netherlands, Italy, and Ireland, all countries in which BREP has been investing actively: Non-Core Real Estate Bank Expasure• In Euro Billions, Total = €531 Billion W. ' Source: Real Capital Analytic& October 2015. R 3 05378- M AX WE LL Blackstone Real Estate Partners Europe V 9 CONFIDENTIAL UBSTERRAMAR00001856 EFTA00237487 Overview of Blackstone Real Estate Partners Europe V Consistent with BREP Europe IV's investment pace, overall transaction activity across Europe has accelerated over the last two years. European Transaction Volume In Euro Billions C 295 0228 0190 C155 C 126 C i46 Ci5t C135 2007 2008 2009 2010 2011 2012 2013 2014 2015 tI The historically low interest rate environment resulting from the global financial crisis has resulted in the spread between real estate yields and sovereign debt widening from 101 basis points in 2008 to 344 basis points today, which we believe may suggest that cap rates may continue to tighten across Europe. Prime Office Yields vs. German Bun& 2008 2009 2010 2011 2012 2013 2014 Munich / Frankfurt (Weighted Avg.) .Gemtan toYR Bund vi vii R3C Source: Real Capital Analytics, October 2015. Source: CBRE ERIX Database. October 2015. CONFIDENTIAL UBSTERRAMAR00001857 EFTA00237488 Overview of Blackstone Real Estate Partners Europe V The real estate operating environment remains stable, with limited new supply in almost all sectors providing a powerful counterbalance to modest demand. Blackstone believes that this trend is likely to persist as limited capital is available to fund new development, especially speculative construction. The low levels of new supply likely should result in stable or improving occupancies, even if macroeconomic fundamentals do not generate significant demand growth. European Office & Shopping Center Developmentlii Logistics New Supply Top Three Europe Markets, % of New Supply 12% 8% 4% 12.0% 3.6% '10 '11 '12 '13 '14 %SF ' Source: Property Market Analysis: Cushman & Wakefield. April 2015; CBRE. Q4 2014. Represents Western Europe national shopping center markets and II key office centers throughout Europe. Source: Includes UK, France. and Germany, weighted by 2015 investment volumes. Source: Goldman Sachs. (Word Economics. FR305378-MAXVVELL Blackstone Real Estate Partners Europe V II CONFIDENTIAL UBSTERRAMAR00001858 EFTA00237489 Overview of Blackstone Real Estate Partners Europe V BREP Europe V Themes BREP Europe V will be focused on European real estate. Blackstone expects the Partnership to continue several of the investment themes initiated by BREP Europe III and BREP Europe IV, and to further expand its scope in areas such as Southern Europe and Scandinavia. BREP Europe V will continue to target large, complicated situations where competition is limited and the ability to move quickly is an advantage. BREP Europe V will seek to capitalize on the lingering financial distress. The Partnership will also seek to acquire distressed and/or undermanaged properties at attractive pricing. Investment themes may include: • Large, Complex Transactions. Blackstone expects to utilize its deep expertise and scale in navigating highly complex transactions. We believe the talent, breadth and experience of its team of 387 professionals worldwide, as well as its proprietary access to information through its own portfolios, enables Blackstone to confidently underwrite and evaluate opportunities that other investors cannot. Blackstone believes it has earned a reputation in the market as the preferred buyer because it can transact quickly, with certainty, and in scale. o Oblige Portfolio. Blackstone is under contract to acquire a portfolio of assets out of ten individual funds managed by Obligo, a Norwegian fund manager, for 62.3 billion. The portfolio is comprised of 58 high quality assets/sub-portfolios in nine countries (including the U.S.) with a geographic concentration in Norway, Sweden, and Germany. The Obligo funds were approaching their maturities, and the seller was seeking a holistic solution and execution certainty. BREP deployed its large acquisition team to quickly underwrite the disparate, multi-jurisdictional portfolio and was able to commit to a transaction within three weeks. BREP's underwriting was supported by its Logicor, Multi, Equity Office Properties and hospitality platforms. As a result Blackstone was able to acquire the portfolio at pricing that equated to a 6.7% in-place NOI yield and a 40% discount to estimated replacement cost. The relationship with Obligo already has resulted in new contacts and relationships in the Nordic region, which we believe could result in further investment opportunities in these countries.15 • Assemble Sector-specific Portfolios. With over $180 billion in gross real estate assets under management around the world, the breadth of Blackstone Real Estate's platforms provides valuable real-time proprietary market data, which we believe enables Blackstone to identify mispriced sectors and/or out of favor asset classes and trends more rapidly than its competitors. Blackstone expects to be able to capitalize on opportunities to assemble large sector-specific portfolios through a series of smaller acquisitions. The economics of scale provided by the larger portfolios are expected to generate synergies, such as more favorable financing and more efficient leasing and operating programs, and will broaden the range of available exit strategies. o Multi. BREP acquired Multi Corporation through a series of distressed debt acquisitions in 2012 and 2013 that ultimately led to taking control of the company. At the time Multi owned a 7.6 million square foot portfolio of prime shopping malls and development sites across Europe. Since acquiring Multi, BREP has acquired additional retail assets comprising 20 million square feet. BREP has expanded the retail platform to 120 assets including malls, outlet centers, grocery anchored shopping centers, and high street retail located across 13 countries. In aggregate the retail portfolio was acquired at a 7.3% NOI yield, over 200 basis points higher than comparable publicly traded retail companies. The portfolio is expected to benefit from improving demand for retail as the European economy recovers and improved operations under BREP's management. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001859 EFTA00237490 Overview of Blackstone Real Estate Partners Europe V • Dispositions by Liquidating Funds/Motivated Sellers. Open-ended real estate funds in Europe have liquidated approximately 610.8 billion of their holdings since 2013, but still have approximately Ell billion of commercial real estate on their books. We believe closed-ended real estate funds approaching liquidation deadlines and other distressed fund managers arc also seeking buyers that can offer scale, execution speed and certainty. o Max Property Group. In August 2014 BREP purchased Max Property Group, a publicly listed, closed-ended UK real estate fund approaching liquidation. BREP acquired the company for £735 million, which equated to £96 per square foot, an 8% stabilized MTM NOI yield and a 27% discount to estimated replacement cost. BREP's strong long-term relationship with the company provided it with a preferred position. BREP acquired a high-quality portfolio of assets at what lye believe was effectively wholesale pricing, with a potential opportunity to capture the intrinsic value of the properties over time. The majority of the portfolio's value was concentrated in London office properties and a well-located light-industrial portfolio in the UK. • Transitional Assets: Pan-European City Center Office. Blackstone continues to see opportunities to buy well-located, high quality office buildings in London and other major European cities at deep discounts to estimated replacement cost. Since 2009 Blackstone acquired 25 London office buildings comprising over six million square feet, and Blackstone is now one of the largest private landlords of London office buildings. Sellers include banks and other lenders, distressed owners, and liquidating funds. The office buildings frequently have low occupancies or face substantial near-term vacancies, rendering them challenging for core buyers. BREP's ability to acquire the office buildings at substantial discounts to estimated replacement cost and/or comparable sales enables it to dedicate capital to renovating, repositioning and re-leasing the asset. The relatively lower bases in the buildings also provide Blackstone greater flexibility to negotiate rents that generally are well below rents of competing properties. Once the buildings are renovated and stabilized Blackstone expects to sell to what it believes to be an increasingly liquid market of cone buyers. o Casa. Collis& consists of two Class A office buildings comprising 24,400 square meters located in Paris. Blackstone acquired Cons& in July 2013 through a foreclosure sale. At acquisition one of the buildings was 82% occupied through 2019 and the other was completely vacant. The 695 million purchase price equated to a 30% discount to sales comparables in 2013 and a 9% stabilized NOI yield. Following acquisition Blackstone extended leases with the existing tenants and leased the vacant space to high-credit tenants including Wolters Kluwer, Sage, and Samsung. In May 2015 Blackstone sold the stabilized buildings for C167 million, which equated to a 5.25% forward cap rate. The sale resulted in a 2.2x gross MOIC and 48% gross ERR for this investment." • Southern Europe Distress. The economies of Spain. Italy and Portugal only recently began to recover from the global financial and sovereign debt crises. Since 2013 BREP Europe IV has acquired residential, office, retail, and logistics properties from motivated sellers and banks in Spain, Italy, and Portugal. Blackstone believes Spanish and Italian banks in particular have sizable non-core real estate loans on their balance sheets that they are beginning to address. o Spanish Residential. In late 2013 Blackstone began buying residential properties in Spain and currently owns or controls a portfolio of 38 multifamily properties comprising 5,265 units, concentrated principally in Madrid and Barcelona. New housing supply in these markets is down 96% since 2006, and home prices have declined on average 35% between 2006-2013 before increasing 4% over the past year.16 Blackstone acquired the properties in a series of transactions from government entities, banks, and distressed sellers. We believe that Past performance is not necessarily indicative of future results. There can be no assurance that any BREP fund will be able to implement its investment strategy, achieve its objective. or avoid substantial losses. ER305378-MAXWELL_ Blackstone Real Estate Partners Europe V 13 CONFIDENTIAL UBSTERRAMAR00001860 EFTA00237491 Overview of Blackstone Real Estate Partners Europe V Blaekstone's established reputation of providing speed and certainty of execution distinguished it from its competitors. In addition Blackstone is recognized locally as a "socially sensitive" manager as a result of its behavior during and subsequent to its acquisitions. The majority of the acquisitions were completed by our Spanish professionals who were able to leverage strong relationships in the local financial community to transact quickly. • Purchase Distressed Debt. The European banking system is recovering slowly on an uneven, country by country basis. Banks continue to hold 0531 billion of non-core real estate loans that they will need to sell ahead of the implementation of Basel III and other regulations. We believe the largest remaining loan exposure is in the UK, Spain, and Ireland. Blackstone expects BREP Europe V to invest in debt positions that will enable it to ultimately take control of the underlying assets or collateral and realize additional value through strategic restructuring and/or asset management opportunities. o O'Flynn Portfolio. The O'Flynn portfolio was a E1.8 billion face value loan portfolio that BREP acquired for E1.1 billion, which represented a 40% discount to face value. The portfolio was collateralized by assets in the UK, Germany, and Ireland, and was sold by NAMA, the Irish government's "bad bank". Blackstone was able to secure the portfolio by offering the execution speed and certainty that NAMA required given the complexity of the transaction. BREP's implied basis in the underlying collateral represented a 27% discount to estimated replacement cost and a 7.3% stabilized mark-to-market NOI yield on the income- producing asset base. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001861 EFTA00237492 Overview of Blackstone Real Estate Partners Europe V BLACKSTONE REAL ESTATE PARTNERS EUROPE V M. SUMMARY OF KEY TERMS The following information is presented as a summary of certain principal semis only and is qualified in its entirety by the more detailed "Summary Terms of the Partnership" in Section 11 of this Memorandum and by the Partnership Agreement for BEEP Europe P. Capitalized semis used below have the meanings set forth under Section 11: "Summary Terms of the Partnership" and Section V: "Risk Factors and Potential Conflicts oflnterest." The Partnership: Blackstone Real Estate Partners Europe V a Cayman Islands exempted limited partnership and any Parallel Funds thereto. Investment Objective: A broad range of "opportunistic" real estate and real estate—related investments in Europe. Blackstone Inkstment At least $130 million, plus up to an additional 10% in each Investment on a side-by-side basis (based on an annual election). "REP Co-Investors Co- The BREP Co-Investors participation in Investments will generally be 20% of the amount of each Investment to be Investment: made by the Partnership, subject to legal, tax, regulatory, accounting and other similar considerations (including, without limitation, the investment limitations of the Partnership or the BREP Co-investors). Right to Re-Draw Capital: Subject to certain limitations, during the Investment Period capital contributions returned from investments may be recalled. Distributable amounts may also be retained in lieu of a corresponding amount being drawn down. Minimum •amminnent: e9 million in the case of a Euro Partner (and $10 million in the case of a Dollar Partner); the General Partner has discretion to accept lesser amounts. Investment Period: Five years from the Last Equalization Date. Term The sixth anniversary of the last day of the Investment Paiod, subject to two one-year extensions unless thee. Advisory Committee objects. Distributions: Upon disposition of an Investment (calculated separately for each Limited Partner with respect to its pro rota share): • First, 100% to the Limited Partner until it twelves a return of capital contributions for the Investment that has been disposed of, Allocated Firs and Expenses that have not been recouped on all investments that have been disposed of, unrecouped losses on Investments previously disposed of, unrealized losses on Investments not disposed of. and an 8% compound annual return on contributions with respect to investments disposed of. plus Allocated Fees and Expenses; • Second. 80% to the General Partner and 20% to the Limited Partner until the General Partner receives its 20% carried interest with respect to Investments that have been disposed of, and • Thereafter. 80% to the Limited Partner and 20% to the General Partner. Current Income is generally distributed as described above, except that distributions arc made on an Investment-by- investment basis and will not take into account a return of capital contributions or any uritedowns, but will take into account actual unrecouped losses from prior dispositions. General Partner Slawback: An interim clawback under certain circumstances during the term of the Partnership and a clawback upon winding up of the Partnership. The Applicable Management Fee Percentage of a Limited Partner's (x) Capital Commitment during the Investment Period and (y) invested capital with respect to Investments that have not been disposed of after the earlier of the end of the investment Period and the time management fees in connection with a successor fund have begun to accrue equals (i) 1.50% per annum if such Limited Partner has aggregate Capital Commitments of less than 0280 million, in the case of a Euro Partner, and $300 million in the case of a Dollar Partner and (ii) 1.25% per annum if such Limited Partner has aggregate Capital Commitments equal to or greater than 6280 million, in the cave of a Euro Partner, and $300 million in the case of a l)ollar Partner. No Management Fee shall be charged for the four (4) month period following the Effective Date for any Limited Partner that participates in the initial Closing. Management / Offsets: Management Fees will be generally reduced by an amount equal to the sum of (i) 80% of any Additional Foes, and (ii) 100% of any acquisition fits; provided, that such fees will be allocated among the Partnership, the BREP Funds, vehicles participating with respect to the Blackstone Co-Investment Percentage, Supplemental Capital Vehicles and, to the extent applicable, any Other Blackstone Funds (or Similar Funds) on a pro rota basis in applying the foregoing. Incurrence of Indebtedness: The Partnership may seek to incur or guarantee indebtedness (including employing leverage to finance Investments or guaranteeing portfolio company obligations). which may be secured by the unused Capital Commitments as well as the Partnership's assets in order to enable the Partnership to make Investments and/or pay expenses without unused Capital Commitments being drawn down; provided, that the amount of any such borrowings shall not in the aggregate exceed 25% of Capital Commitments at any time excluding any amounts expected to be repaid within six months. • Athisory &nunlike: To consist oflephese,natives of the Combined Limited Partners. thmagement Fees: ER305378-MAXWELL Blackstone Real Estate Partners Europe V 15 CONFIDENTIAL UBSTERRAMAR00001862 EFTA00237493 Overview of Blackstone Real Estate Partners Europe V Endnotes The benchmark data referred to herein with respect to the investment performance of the BREP Funds is based on the NCREIF-ODCE (NCREIF Fund Index - Open-End Diversified Core Equity) index. The NCREIF-ODCE index is a fund-level capitalization-weighted, time-weighted return index that consists of 33 open-ended commingled funds pursuing a core investment strategy, some of which have performance histories dating back to the 1970s. The average index leverage is approximately 30% and includes property investments at ownership share, cash balances and leverage. NCREIF returns used for purposes of such benchmark comparison are as of September 30. 2015 and have been calculated as the annual rate of return of the total contributions and dispositions (including fees, drawdown of expenses, return of capital, and recouped losses), and the corresponding annual rate of return of the NCREIF-ODCE from each contribution date to each disposition or return of capital date, or the quarter end for unrealized investments. Comparison to the NCREIF-ODCE is for informational purposes only and should not be relied upon for any purpose, and is provided solely as an indication of returns that could be earned by investors by making similar investments in the basket of "core" real estate investment funds that comprise the NCREIF-ODCE. Blackstone's funds, including all of the BREP Funds, differ from the NCREIF-ODCE in material respects, including in that, among other factors: (i) the BREP Funds employ a different investment strategy (e.g,. "opportunistic" real estate investments and, in the case of the BREP Europe Funds, real estate investments in Europe) than the investment funds comprising the NCREIF- ODCE (e.g.. "core" real estate investments). (ii) the volatility of the index may be materially different from that of the I3REP Funds; (iii) the index employ different investment guidelines than the BREP Funds and accordingly holdings in the index will vary materially from the investments made by the BREP Funds; and (iv) the BREP Funds are actively managed entities that bear fees and use leverage. The results of the BREP Funds and the NCREIF-ODCE over a different time period could differ from the information presented. The performance of the NCREIF-ODCE may not necessarily have been selected to represent an appropriate benchmark or index to compare to the BREP Funds, but rather is chosen to allow for comparison of the BREP Funds' performance to that of a well-known index in the core space. Further information relating to the methodologies and other related information referred to is available upon request. 2 As used herein, the "BREP Funds" include: (i) Blackstone Real Estate Partners International W. ("BREP International"), Blackstone Real Estate Partners International II ("I3REP International II"), Blackstone Real Estate Partners Europe III . ("BREP Europe III") and Blackstone Real Estate Partners Europe IV . ( "BREP Europe IV") (collectively, with their respective parallel funds and related vehicles, the "BREP Europe Funds"), (ii) pre-Blackstone Real Estate Partners investments, Blackstone Real Estate Partners I W . ("BREP n, Blackstone Real Estate Partners II W. (PREP II"). Blackstone Real Estate Partners III W. ("BREP III"), Blackstone Real Estate Partners IV W. ("BREP IV"), Blackstone Real Estate Partners ( "BREP V"), Blackstone Real Estate Partners VI W. ("BREP VI"), Blackstone Real Estate Partners VII ( "BREP VII") and Blackstone Real Estate Partners VIII W. ("BREP VIII") (collectively, with their respective parallel funds and related vehicles, the "BREP Global Funds'), and (iii) Blackstone Real Estate Partners Asia W. (together with its parallel funds and related vehicles. "BREP Asia') and, in each case, as the context requires. any co- investments related thereto. Please refer to endnote 8 below for information about the co-investments presented or referred to in this Memorandum. 3 Past performance is not necessarily indicative of future results. There can be no assurance that the Partnership will achieve comparable results, that it will be able to implement its investment strategy, achieve its objectives or avoid losses. With respect to all investment and perfonnance data included and/or referred to in this Section I, please see additional disclosures at pp. i-vii of this Memorandum, the other endnotes to this Section I, and Appendix - "Overview of Blackstone Real Estate Investments" for the investment performance sturunaries and the endnotes referred to herein. 4 Past performance is not indicative of future results. There can be no assurance that the Partnership will achieve comparable results, that it will be able to implement its investment strategy, achieve its objectives or avoid losses. With respect to all investment and performance data included and/or referred to in this Section I, please see additional disclosures at pp. i —vii of this Memorandum, the other endnotes to this Section I. and Appendix - "Overview of Blackstone Real Estate Investments" for the investment performance summaries and the endnotes referred to herein. Pre-BREP through BREP III and BREP International arc substantially realized funds, and BREP International II. BREP Europe III. BREP IV, BREP V. BREP VI, BREP VII, BREP VIII and BREP Asia represent realized and unrealized values as of September 30, 2015. In considering the performance information of BREP Global Funds and BREP Asia presented herein, prospective investors should note that the real estate investment activities in Europe that BREP Europe V is expected to conduct and the European markets in which it will primarily invest differ significantly from both the North American investments and markets on which much of the BREP Global Funds' investment performance described herein is principally based and the Asian ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001863 EFTA00237494 Overview of Blackstone Real Estate Partners Europe V investment and markets on which all of BRE? Asia's investment performance as described herein is based. The BREP Global Funds and BRED Asia have different day-to-day management personnel and the BREP Global Funds have aggregate capital commitments that materially exceed the targeted size of BREP Europe V. Moreover, the actual investments to be made by BREP Europe V differ from those investments presented or referenced herein. The performance information provided herein for the BREP Funds is solely for background purposes and should not be considered an indication of the future perfonnance of BREP Europe V. 5 Includes amounts invested by the applicable BREP funds and Blackstone (including its side-by-side investments). 6 The net compound annual rate of return ("IRR') is after management fees, organizational and partnership expenses, and the general partner's allocation of profit but before taxes or withholdings incurred by limited partners directly or indirectly tluough withholdings by the applicable BREP Fund. The net IRRs are calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to limited partners. or through September 30. 2015. for unrealized investments. 7 The September 30, 2015 net IRR for BREP VIII, which commenced its investment activities in April 2015, is not meaningful and is likely to decline over time. 8 References to co-investment or co-invested capital herein refer to capital subscribed for by third parties (including limited partners in addition to their commitments to the relevant BREP Fund) alongside certain of the BREP Funds, as the context requires. The performance information for co-investments contained herein is presented on an overall basis, representing the aggregate of discrete co-investment transactions alongside such BREP Funds, and not with respect to a particular fund or managed investment portfolio. Such net returns were calculated in a manner consistent with the calculation of the net returns for the BREP Funds and may not reflect the actual returns of investors in each such co-investment. Past performance of co-investments is not necessarily indicative of the results of any future co-investment opportunities that may be offered. Please also refer to Section V: "Risk Factors and Potential Conflicts of Interest—Other Blackstone Funds; Allocation of Investment Opportunities: "Investments in Which Other Blackstone Funds Have A Different Principal Investment." for important information regarding co-investment alongside BREP Europe V. 9 Representative of capital invested by BREP Europe III. BREP Europe IV and the respective BREP Global Funds. Past performance is not necessarily indicative of future results. There can be no assurance that any BREP fund will be able to implement its investment strategy, achieve its objective, or avoid substantial losses. 10 BREP Europe IV invested/committed capital as of November 20, 2015. 11 European CRE Loan REO Sales Market Q3 2015, Cushman & Wakefield Corporate Finance, October 2015. 12 CW Insight GOEFs in Liquidation October 2015, Cushman & Wakefield. October 2015. 13 Past performance is not necessarily indicative of future results. These examples ware selected to demonstrate Blackstone's experience with transactions according to the themes it is currently seeing in the marketplace. These selected examples may not be representative or all investments of given type or of investments generally both with respect to performance and operation metrics and it should not be assumed that Blackstone will make comparable or equally successful investments in the future. With respect to all investment and performance data included and/or referred to in this Section 1, please see additional disclosures at pp.i-vii of this Memorandum, the other endnotes to this Section I and Appendix - -Overview of Blackstone Real Estate Investments" for the investment performance summaries and the endnotes referred to herein. 14 The BREP Europe Funds have generated an aggregate 14% net IRR since inception, as of September 30, 2015. Past performance is not indicative of future results. There can be no assurance that any BREP fund will be able to implement its investment strategy, achieve its objectives or avoid substantial losses. 15 There can be no assurance that this transaction will close as expected or at all. 16 ENE and Ministerio de Fomento, as of October 2015. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 17 CONFIDENTIAL UBSTERRAMAR00001864 EFTA00237495 [this page Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001865 EFTA00237496 Summary Terms of the Partnership Summary Terms of the Partnership The following information is presented as a summary of principal terms and Is qualified in Its entirety by reference to the Partnership's Amended and Restated Exempted limited Partnership Agreement (as amended, restated or otherwise modified from time to time, the "Partnership Agreement"), the subscription agreement relating thereto (the "Subscription Agreement') and the investment advisory agreement between the Partnership and the Investment Advisor (defined below) (as amended, restated or otherwise modified from time to time, the "Investment Advisory Agreement". and together with the Partnership Agreement and the Subscription Agreement. the "Agreements"), copies of which will be provided to each prospective investor upon request. The forms of such Agreements should be reviewed carefidly. In the event of a conflict between the terms of this summary and the Agreements, the Agreements will prevail. The Partnership: Blackstone Real Estate Partners Europe VW., a Cayman Islands exempted limited partnership (the "Partnership" or "BREP Europe V"). The general partner of the Partnership is Blackstone Real Estate Associates Europe V a Cayman Islands exempted limited partnership (the "General Partner" and, together with the Limited Partners (defined below), the "Partners"). The General Partner is an affiliate of Blackstone. The initial closing of the Partnership is expected to take place as soon as practicable (the -initial Closing Date"). The Partnership will not cngagc in investment activities prior to, and Management Fees (defined below) will not become payable until (i) the Initial Closing Date or (ii) such other date as deemed appropriate by the General Partner (the -Effective Date"). Overview of the The Partnership is offering prospective investors the opportunity to make Offering: capital commitments to the Partnership ("Capital Commitments"). The Partnership will be denominated in Euros. Limited Partners may elect to make Capital Commitments in either Euros or U.S. dollars as more fully provided in "—Capital Commitments; Additional Closings." BREP Europe V will serve as Blackstone's primary investment fund for control-oriented European "opportunistic" real estate investments as more fully provided under "—Allocation of Investment Opportunities; Similar Funds" below. Blackstone Capital Commitment: Investment Objectives: Blackstone will make a minimum Capital Commitment of at least $130 million (such amount, the "Blackstone Capital Commitment"), which may be held, in whole or in part, as a general partner interest in the Partnership and the Parallel Funds (defined below) and/or as a Capital Commitment and/or Parallel Fund Capital Commitment of a Limited Partner that is an affiliate of the General Partner. The Blackstone Capital Commitment will not bear Management Fees or be subject to Carried Interest Distributions (defined below). Blackstone is also permitted to invest additional amounts in each Investment (defined below) as provided under "—Blackstone Side-by-Side Investment Rights" below. The Partnership may invest in any equity, debt or other interests (or options related thereto) in. or relating to. real estate assets (including pools thereof) of any type or real estate companies and real-estate related companies (including publicly traded securities thereof) as more fully set forth below ER305378-MAXWELL Blackstone Real Estate Partners Europe V 19 CONFIDENTIAL UBSTERRAMAR00001866 EFTA00237497 Summary Terms of the Partnership ("Investments"). Investments may include companies that are engaged in businesses which in significant part, as determined by the General Partner, in its sole discretion, arc engaged in the ownership or operation of, or the provision of services relating to, real estate-related companies or assets. The Partnership may acquire Investments on a leveraged basis, hold and operate the Investments and sell or otherwise realize on the Investments with the objective of achieving investment returns above those traditionally available from real estate and real estate-related investments. Investment Limitations: Diversification. Not more than 20% of the aggregate amount of Capital Commitments may be invested in any one Investment at any time, except that up to 37.5% of Capital Commitments may be invested only in one Investment at any given time under circumstances where the General Partner believes in good faith that the amount invested in such Investment can be reduced to no more than 20% thereof within 180 days from the date of the initial investment therein; provided, that the foregoing limitations will not apply to an Investment comprising assets located in five or more different geographic sub- markets so long as the Capital Commitments invested in any individual asset do not exceed 10% of the aggregate amount of Capital Commitments. Geographic Limitation. Investments will be made in Europe. Investments outside of Europe may be made only if the non-European component of such Investment comprises a minority of the overall Investment. Not more than 30% of the aggregate Capital Commitments may be invested by the Partnership at any time in Investments in (A) real estate assets (or pools thereof) located primarily in any one country in Europe (excluding for this purpose. Fiance, the United Kingdom and Germany) or (B) real estate companies that have a majority of their assets or derive a majority of their most recently completed fiscal year's revenues from sources in any one country in Europe (excluding for this purpose, France, the United Kingdom and Germany). Open Market Purchases. Not more than 25% of the aggregate amount of Capital Commitments may be invested at any time by means of open market purchases of publicly traded securities of real estate operating companies or other real estate-related companies; provided, that the foregoing limitation will not apply to open market purchases of securities made in connection with proposed transactions in relation to which it is the intent of the General Partner to seek to take the relevant business private by terminating the public listing or trading of such securities within one year of the purchase thereof. Blind Pool Minds. The Partnership will not invest in any "blind pool" investment funds. Development. Not more than 15% of the aggregate amount of Capital Commitments may be invested at any time in Investments that consist primarily of non-income producing land, other than entitled land relating to the development of single and/or multi-family homes, which will not be subject to the foregoing limitation. Oil and Gas. The Partnership will not make Investments in properties acquired principally for the purpose of oil and gas exploration. Derivative Instruments. The Partnership will not make Investments in derivative instruments acquired solely for speculative purposes (although it ER305378-MAXWELL_ CONFIDENTIAL UBSTERRAMAR00001867 EFTA00237498 Summary Terms of the Partnership may utilize derivative instruments to replicate the risks and benefits of holding an asset that would otherwise qualify as a permitted Investment(s)). Capital Commitments; Additional Closings: A Limited Partner may elect to make its Capital Commitment in U.S. dollars (a -Dollar Partner") or Euros (a "Euro Partner"); however, (i) for purposes of determining the amount to be contributed by a Dollar Partner, the General Partner will generally convert U.S. dollars into the relevant currency of a proposed Investment and (ii) all calculations under the Partnership Agreement, including calculations of Management Fees and Carried Interest, will be done in Euros irrespective of whether a Limited Partner is a Dollar Partner. Each investor admitted as a limited partner in the Partnership (a "Limited Partner") will be required to make a minimum Capital Commitment of €9 million in the case of a Euro Partner (and $10 million in the case of a Dollar Partner), subject to the right of the General Partner, in its sole discretion, to accept lesser Capital Commitments. The General Partner will have the discretion to admit additional Limited Partners and/or permit any existing Limited Partner to increase its Capital Commitment following the Initial Closing Date. Each Limited Partner that is admitted and/or increases its Capital Commitment within six months Mowing the Effective Date (the "Last Equalization Date") will participate in unrealized Investments and bear its share of Partnership Expenses and Organizational Expenses (each defined below) incurred through that date. In connection with its admission, such Limited Partner will make a Capital Contribution (defined below) equal to its pro rata share of (i) Capital Contributions previously made for unrealized Investments and (ii) Capital Contributions or direct payments previously made for Organizational Expenses and Partnership Expenses, in each case as though such Limited Partner and all other Limited Partners were admitted on the Effective Date (excluding any previously realized Investments). Each such Limited Partner will also pay an additional amount on the amounts described in the previous sentence at a rate of 10% per annum, which will be allocated among the existing Limited Partners. Any Limited Partner that is admitted or increases its Capital Commitment after the Last Equalization Date will not participate in any existing Investment (or any "follow-on" Investment therein) for which Capital Contributions were drawn prior to such Limited Partner's admission or increase, but will bear its share of Partnership Expenses (including those expenses related to such existing Investment (or any "follow-on" Investment therein) for which Capital Contributions were not drawn prior to such Limited Partner's admission or increase) and Organizational Expenses (including additional amounts thereon as described above) incurred prior to that date, (which will be allocated among the existing Limited Partners), plus the additional Organizational Expenses incurred in connection with its admission. Such amounts allocated among the existing Limited Partners (excluding the additional amounts and amounts for Organizational Expenses) will increase unused Capital Commitments of such Limited Partners and will correspondingly reduce the amount of Capital Contributions such existing Limited Partners arc deemed to have made. Investment Advisor: Pursuant to an investment advisory agreement, the investment advisor to the Partnership will be Blackstone Real Estate Advisors M., a Delaware limited ER305378-MAXWELL Blackstone Real Estate Partners Europe V 21 CONFIDENTIAL UBSTERRAMAR00001868 EFTA00237499 Summary Terms of the Partnership partnership (the "Investment Advisor") and a Blackstone affiliate. The Investment Advisor may delegate all or any portion of its responsibilities to one or more affiliates. In any event, however, the General Partner will remain responsible for the management and control of the Partnership's affairs. Investment Period: The investment period for which drawdown notices to fund new Investments may be given swill expire five years from the Last Equalization Date (the "Investment Period") unless terminated earlier by the General Partner in its sole discretion at such time as (i) at least 90% of the Capital Commitments have been drawn down, committed or reserved, (ii) the General Partner deems it impracticable to continue to seek out Investments, or (iii) upon the vote of the Limited Partners following a Key Person Event as set forth under "—Key Person Rights" below. After the end of the Investment Period, the General Partner may continue to issue drawdown notices with respect to unused Capital Commitments to (a) pay Partnership Expenses and Management Fees (b) make "follow-on" Investments, and (c) repay borrowings or satisfy guarantees or other obligations of the Partnership (whether incurred before or after the end of the Investment Period); provided, that the amount so drawn down for "follow-on" Investments made after the end of the Investment Period will not exceed the lesser of (i) 10% of Capital Commitments (in the aggregate), excluding amounts committed or reserved for specific Investments as of the end of the Investment Period (with notice thereof to the Limited Partners), and (ii) unused Capital Commitments; provided, that to the extent the General Partner determines any such amounts committed to or reserved for specific Investments prior to the end of the Investment Period are not or will not be used as so specified, the General Partner may reallocate such amounts for use with respect to "follow-on" Investments without being included in such 10% limitation. Right to During the Investment Period, the amount of Capital Contributions applied to Re-Draw Capital an Investment or Partnership Expenses with respect thereto that has been Contributions; disposed of may be recalled by the General Partner at its option as long as the Recycling: Limited Partner has not realized a loss on the disposition of such Investment (including Allocated Fees and Expenses (defined below)). Any distributable amounts may also be retained by the Partnership (and will reduce unused Capital Commitments to the extent not recallable) in lieu of a corresponding amount being drawn down, or used on the Limited Partner's behalf to pay such Limited Partner's share of Management Fees, Partnership Expenses, Organizational Expenses, Servicing Fees (if applicable) and placement fees otherwise then due from such Limited Partner. Term: Termination: The term of the Partnership will end on the sixth anniversary of the last day of the Investment Period, with an option on the part of the General Partner to extend the term of the Partnership for up to two additional one-year periods, if the Advisory Committee (as defined below) does not object to such extension within 30 days' notice thereof. The Partnership will be wound up and subsequently dissolve prior to the expiration of its term as more fully described in the Partnership Agreement, including (i) after the termination of the Investment Period following the ER305378-MAXWELL CONFIDENTIAL DESTERRAMAR00001869 EFTA00237500 Summary Terms of the Partnership disposition of all of its Investments, (ii) upon the bankruptcy, dissolution or other "event of withdrawal" with respect to the General Partner (unless at the time of such "event of withdrawal" there is at least one remaining General Partner that carries on the business of the Partnership), (iii) upon the vote of at least 75% in interest of the Limited Partners and the limited partners of the Parallel Funds (collectively, the "Combined Limited Partners"), or (iv) upon the determination that "cause" has occurred (and the lapse of any cure period with respect to such event of cause) by a vote of 66 2/3% in interest of the Combined Limited Partners. Drawdowns of Capital Commitments: The General Partner will give at least ten business days' written notice prior to any drawdown of unused Capital Commitments (each such drawing, a "Capital Contribution"). Funds will be taken down as needed pro rata based generally on unused Capital Commitments, to make Investments (including to pay fees and expenses payable by the Partnership associated therewith), to pay Partnership Expenses, Organizational Expenses and Management Fees and to make additional Capital Contributions to existing Investments, to repay borrowings, or to satisfy guarantees or other obligations of the Partnership. No Capital Contributions or payments in respect of the Management Fee will be required to be made prior to the Effective Date. Capital contributions or payments made directly by the Limited Partners for the Management Fee and Organizational Expenses (see "—Management Fee; Other Fees" and "— Expenses" below) arc in addition to their Capital Commitments. Blackstone In addition to the Blackstone Capital Commitment described above, Side-by-Side Investment Blackstone (which is expected to include Blackstone professionals and Rights: employees and may include participation by Other Blackstone Funds (defined below) or entities and other key advisors/relationships of Blackstone) will be permitted to invest in Investments an amount equal to a certain specified percentage (the "Blackstone Co-Investment Percentage"), not to exceed 10% of the amount otherwise available to the Partnership for investment on an annual basis. An such side-by-side investment will generally be made on the same basis and terms as the Partnership's investment therein (except that it will not bear Management Fees or be subject to Carried Interest Distributions). The Blackstone Co-Investment Percentage will be determined by the General Partner with written notice to the Limited Partners prior to (or, solely in the case of the initial period, promptly following) February l m of each year with respect to the twelve-month period beginning with that date; provided, that if the Partnership invests more than a ratable portion (based on the length of the Investment Period) of the Capital Commitments in any such twelve-month period, then the General Partner may elect to reduce the Blackstone Co- Investment Percentage with respect to all additional Investments made during the balance of such 12-month period. Joint Ventures: Blackstone may enter into one or more joint ventures with strategic partners that have significant expertise in a particular segment of the real estate industry ("Joint Venture Partners"). Investments made with Joint Venture Partners may involve carried interests and/or other fees payable to such Joint Venture Partners (as determined by the General Partner in its sole discretion). Opt-Out Rights; A Limited Partner may "opt-out" of a proposed Investment if within seven business days of notification of the identity thereof it delivers an opinion of ER305378-MAXWELL Blackstone Real Estate Partners Europe V 23 CONFIDENTIAL UBSTERRAMAR00001870 EFTA00237501 Summary Terms of the Partnership Exclusion: counsel that demonstrates, in the reasonable opinion of the General Partner, that them is a reasonable likelihood that such Limited Partner's participation in such Investment would violate any law, regulation, license, permit or other similar approval to which it or any of its affiliates is or may be subject (which includes, among other things, a violation of any investment policy or organizational document of a Limited Partner identified and accepted prior to the Limited Partner's admission date). The General Partner may exclude a Limited Partner from all or part of a proposed Investment if the General Partner concludes that the participation of such Limited Partner would (i) based on an opinion of counsel, result in the consequences stated in the previous sentence, (ii) result in a significant delay, extraordinary expense or material adverse effect with respect to such Investment or the Partnership, or (iii) cause a serious risk of jeopardizing such Investment. In any of the circumstances described in the previous two sentences, each other Limited Partner may be requested to make an additional Capital Contribution in respect of such Investment, subject to certain limitations. Management Fee; Other As compensation for services rendered to the Partnership, the Investment Fees: Advisor will be entitled to receive from the Partnership an annual management fee with respect to each Limited Partner (the -Management Fee"), calculated and paid quarterly in arrears. During the Investment Period, the Management Fee with respect to a Limited Partner will equal the Applicable Management Fee Percentage of such Limited Partner's Capital Commitment. After the earlier of (i) the end of the Investment Period and (ii) the time management fees in connection with a successor fund have begun to accrue, the Management Fee with respect to a Limited Partner will equal the Applicable Management Fee Percentage multiplied by such Limited Partner's Capital Contributions with respect to Investments that have not been disposed of. The "Applicable Management Fee Percentage" with respect to a Limited Partner (together with its affiliates) means (i) 1.50% per annum if such Limited Partner has aggregate Capital Commitments and capital commitments to Parallel Funds ("Parallel Fund Capital Commitments") of less than 0280 million, in the case of a Euro Partner, and $300 million in the case of a Dollar Partner and (ii) 1.25% per annum if such Limited Partner has aggregate Capital Commitments and Parallel Fund Capital Commitments equal to or greater than €280 million, in the case of a Euro Partner, and $300 million in the case of a Dollar Partner; provided, that notwithstanding the foregoing, the "Applicable Management Fee Percentage" with respect to a Limited Partner that itself is an investment vehicle formed for the purpose of aggregating unaffiliated investors for purposes of investing in the Partnership (a "Feeder Vehicle Limited Partner") means 1.50% per annum irrespective of its Capital Commitments; provided, further, that the Capital Commitments and Parallel Fund Capital Commitments of the Limited Partners and limited partners of the Parallel Funds that are affiliates solely as a result of having a common investment manager shall be aggregated for all such clients of such common investment manager for purposes of the foregoing calculations solely if such affiliation is acknowledged by the General Partner upon such Limited Partners admission to the Partnership and if such investment manager has sole discretionary investment authority pursuant to a binding agreement that was utilized in making and responsible for such Capital Commitment and/or Parallel Fund Capital Commitment. No Management Fee shall be charged for ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001871 EFTA00237502 Summary Terms of the Partnership the four (4) month period following the Effective Date for any Limited Partner that participates in the Initial Closing. After the Investment Period, binding commitments to make Investments will be deemed amounts invested for purposes of calculating the Management Fee; provided, that to the extent Capital Contributions are never made with respect to such commitments, the Management Fees relating to such amounts will be refunded by the Investment Advisor. Blackstone may be entitled to receive an acquisition fee borne by the Partnership. Fees received by Blackstone relating to an Investment but not borne directly or indirectly by the Partnership shall not be deemed to be such an acquisition fee. Blackstone may also receive fees for Property Management Services (defined below) and fees for advisory services (including investment banking) services ("Company Advisory Services") provided to companies in which the Partnership has an interest. Additionally, if Blackstone performs additional services for the Partnership or any entity owned by the Partnership (directly or indirectly), it may receive additional fees at market rates for such services, subject to the approval (or deemed approval) of the Advisory Committee ("Additional Fees"). The Management Fee with respect to each Limited Partner will be reduced by an amount equal to the sum of (i) 80% of such Limited Partner's pro rata share of any such Additional Fees and (ii) 100% of such Limited Partner's pro rata sham of acquisition fees; provided, that such fees will be allocated among BREP Europe V, Blackstone Real Estate Partners VIII M. and its parallel, predecessor and successor funds and their respective alternative investment vehicles (collectively, "BREP VIII" or the "BREP Co-Investors"). Blackstone Real Estate Partners Europe IV and its parallel funds (collectively, "Fund IV") and its predecessor funds and their respective alternative investment vehicles. Blackstone Real Estate Partners Asia M. and its alternative investment vehicles (collectively with BREP VIII, the "BREP Funds"). and vehicles participating with respect to the Blackstone Co-Investment Percentage described above or additional general partner investments relating thereto, any newly created investment vehicle relating to investments in persons in which the Partnership invests (or a specified group of such investments) and formed for the purpose of making such investment(s) (each, a "Supplemental Capital Vehicle") and, to the extent applicable. the investment funds, managed accounts and/or other similar arrangements otherwise advised, managed or operated by Blackstone (and including such future investment funds, managed accounts and/or other similar arrangements) and any successors thereto (collectively "Other Blackstone Funds") (or Similar Funds) (defined below) on a pro rata basis in applying the foregoing; provided further, that no such fees will be allocated to an interest in the Partnership held by the General Partner or an affiliate of the General Partner. As a result, it is intended that Limited Partners do not directly or indirectly bear on a net basis any portion of the payment of such acquisition fees. The Partnership may retain third parties for necessary services relating to the Investments, including any management, construction, leasing. development, and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational ER305378-MAXWELL Blackstone Real Estate Partners Europe V 25 CONFIDENTIAL UBSTERRAMAR00001872 EFTA00237503 Summary Terms of the Partnership Servicing Fee: Distributions: matters ("Property Management Services") and Company Advisory Services. Such third parties may also include Joint Venture Partners or their affiliates. Affiliates of the Investment Advisor may also provide such Property Management Services, Company Advisory Services or such other services, which will not cause a reduction in the Management Fee. Such arrangements will be on ann's4ength terms and at competitive market rates. For those Limited Partners admitted after the Effective Date and on or prior to the Last Equalization Date. Management Fees will be calculated as though such Limited Partner was admitted as of the Effective Date (other than for purposes of determining the Applicable Management Fee Percentage). In the event the General Partner accepts a Capital Commitment of less than E9 million in the case of a Euro Partner (and $10 million in the case of a Dollar Partner) as provided in "—Capital Commitments; Additional Closings" above, such Limited Partner will be subject to a servicing fee (the "Servicing Fee") equal to 0.50% per annum of such Limited Partner's Capital Commitment (payable quarterly in arrears) , subject to the right of the General Partner, in its sole discretion, to reduce or waive such fee. During the Investment Period, the Servicing Fee with respect to a Limited Partner will be calculated as a percentage of such Limited Partner's Capital Commitment. After the earlier of (i) the end of the Investment Period and (ii) the time management fees in connection with a successor fund have begun to azerue, the Servicing Fee with respect to a Limited Partner will be calculated as a percentage of such Limited Partner's Capital Contributions with respect to Investments that have not been disposed of. Capital Contributions by a Limited Partner in respect of the Servicing Fee will not reduce such Limited Partner's unused Capital Commitment and will not be taken into account in any calculation of Allocated Fees and Expenses (as defined below) or distributions. The Partnership will make distributions to its Partners out of two categories: Current Income and Disposition Proceeds. "Current Income" means all amounts from Investments (other than Disposition Proceeds), that can be and are distributed to the Partners, net of Partnership Expenses, reserves for Partnership Expenses and other obligations allocable to such income (including the repayment of principal and interest on Partnership borrowings and required tax withholdings). "Disposition Proceeds" means all amounts received by the Partnership upon the sale, exchange, refinancing or other disposition by the Partnership of an Investment or portion of an Investment for cash or marketable securities that can be and are distributed to the Partners, net of Partnership Expenses, reserves for Partnership Expenses and other obligations (including the repayment of principal and interest on Partnership borrowings and required tax withholdings) allocable thereto. The Partnership will distribute its Disposition Proceeds from an Investment to the Limited Partners and the General Partner pro rata in proportion to each of their Capital Contributions with respect to such Investment. Notwithstanding the foregoing, a portion of each Limited Partner's share of cumulative Disposition Proceeds (other than of those Limited Partners affiliated with the General Partner) will be distributed to the General Partner ("Carried Interest Distributions"). In that regard, each Limited Partner's share of Disposition ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001873 EFTA00237504 Summary Terms of the Partnership Proceeds (other than of those Limited Partners affiliated with the General Partner) will be distributed in the following amounts and order of priority: (a) first, to the Limited Partner, until the Limited Partner has received distributions generated by such investment equal to the sum of (i) the Limited Partner's Capital Contribution applied to such Investment, plus (ii) Allocated Fees and Expenses not previously recouped, plus (iii) unrecouped losses on Investments that have previously been disposed of: (b) second, to the Limited Partner, until cumulative distributions of Current Income and Disposition Proceeds from Investments that have been disposed of, minus the total Capital Contributions to those Investments and Allocated Fees and Expenses, with respect to such Limited Partner (the "Limited Partner's Excess Cumulative Distributions"), equal a 8% per annum return on the Limited Pariner's Capital Contributions applied to Investments that have been disposed of plus Allocated Fees and Expenses; (c) third, 20% to the Limited Partner and 80% to the General Partner until Carried Interest Distributions generated by Investments that have been disposed of equal 20% of the sum of (i) the Limited Partner's Excess Cumulative Distributions and (ii) the Carried Interest Distributions, in each case with respect to such Investments; and (d) thereafter, 80% to the Limited Partner and 20% to the General Partner. In making the above calculations for distribution of Disposition Proceeds, Investments that have not been disposed of but that have a fair market value less than their cost (or adjusted cost due to prior writedowns) will be written down to fair market value, and the resulting loss will be deemed to be additional losses on Investments that have been disposed of for purposes of the calculations as set forth above. Any increases in the fair market value of an Investment previously written down will be considered additional realized profits in connection with subsequent distributions (not to exceed the amount of prior writedown(s)). "Allocated Fees and Expenses" means the product of (i) the sum of Capital Contributions or payments made by such Limited Partner for Partnership Expenses (including, for greater certainty and without duplication, Organizational Expenses and placement fees) and Management Fees with respect to such Limited Partner as of the date of such distribution, multiplied by (ii) a fraction, the numerator of which is such Limited Partner's Capital Contributions with respect to Investments that have been disposed of as of such date and the denominator of which is the aggregate amount of such Limited Partner's Capital Contributions for all Investments as of such date (including for this purpose amounts of unused Capital Commitments reserved for additional investment with respect to an existing Investment). Any Limited Partner's Allocated Fees and Expenses with respect to an Investment that has been the subject of a disposition will equal such Limited Partner's Allocated Fees and Expenses at the time of the distribution of Disposition Proceeds in connection with such Investment, minus such Limited Partner's Allocated Fees and Expenses at the time of the immediately preceding distribution of Disposition Proceeds. The Partnership will distribute its Current Income from an Investment to its ER305378-MAXWELL Blackstone Real Estate Partners Europe V 27 CONFIDENTIAL UBSTERRAMAR00001874 EFTA00237505 Summary Terms of the Partnership Partners generally in the manner described above relating to the distribution of Disposition Proceeds, except that distributions will be made on an Investment- by-Investment basis and will not take into account a return of Capital Contributions or any writedowns, but will take into account losses from prior dispositions not otherwise recouped (including previously unrecouped Allocated Fees and Expenses). The General Partner will be entitled to withhold from any distributions amounts necessary to create, in its discretion, appropriate reserves for expenses (including Management Fees, Partnership Expenses, Organizational Expenses, Servicing Fees (if applicable) and placement fees) and liabilities of the Partnership as well as for any required tax withholdings. Subject to certain limits, tax credits and tax payments made by or allocated to the Partnership (or any entity in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) will, except in certain circumstances in the case of tax-exempt Limited Partners, be deemed to have been distributed to the Limited Partners. The Partnership may make distributions to the General Partner in an amount sufficient to permit the payment of the tax obligations of the General Partner and its partners in respect of allocations of income related to the Carried Interest Distributions to the extent not previously taken into account for such purpose or distributed to the General Partner. Any such distributions will be taken into account in making subsequent distributions to the Partners. Current Income from an Investment will be distributed no later than 60 days following the fiscal quarter in which such Current Income is received by the Partnership. Disposition Proceeds from an Investment will be distributed within 30 days after the date such Disposition Proceeds are received by the Partnership. If the Partnership disposes of a portion of an Investment, the sold and retained portions of the Investment will be treated as two separate Investments for purposes of the above calculations. Distributions of short term net income from temporary investments will be made among all Partners in proportion to their respective proportionate interests in the Partnership property or funds that produced such income, as reasonably determined by the General Partner. See "—Right to Re-Draw Capital Contributions; Recycling" above. Pcr annum returns referred to above will be compounded on an annual basis (taking into account the timing of all Capital Contributions and distributions). All cash distributions will be made in Euros in the case of Euro Partners and in U.S. dollars in the case of Dollar Partners. General Partner Clawback: Upon winding up of the Partnership, if the General Partner has received Carried Interest Distributions with respect to a Limited Partner in excess of 20% of the sum of (i) the Limited Partner's Excess Cumulative Distributions and (ii) Carried Interest Distributions with respect to such Limited Partner, the General Partner will recontribute to the Partnership for distribution to such Limited Partner an amount (the "Clawback Amount") equal to the lesser of (x) the amount of such excess and (y) the total amount of Carried Interest Distributions with respect to such Limited Partner (calculated on an after-tax basis). If a disposition of an Investment results in a realized loss and there remains an unrecouped loss relating to such Investment upon the earlier of (i) the one- ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001875 EFTA00237506 Summary Terms of the Partnership year anniversary of such loss and (ii) the winding up of the Partnership, the General Partner will be obligated to return to the Partnership for distribution to such Limited Partner an amount with respect to such Limited Partner as though the Clawback Amount applied as of such time (determined after giving effect to all transactions through such date). The Clawback Amount will be secured by the several guarantees of the partners of the General Partner who receive Carried Interest Distributions. In-Kind Distributions: Partner Giveback: Allocations of Profits and Losses: Expenses: In the discretion of the General Partner, certain marketable securities may be distributed to the Partners prior to the winding up of the Partnership. No such securities will be distributed unless they would be freely tradable in the hands of the Limited Partners in accordance with applicable securities laws and regulations. Upon winding up and as provided under "—Transfer by or Withdrawal of ERISA, Private Foundation or BHC Limited Partners" below, distributions of other assets may be made in-kind. The General Partner may, in its sole discretion, offer each Partner a choice to receive either cash or an in-kind distribution of marketable securities in connection with any disposition thereof. Upon a withdrawal of a Limited Partner from the Partnership (which may occur only in limited circumstances) and upon the winding up of the Partnership, the General Partner may receive Carried Interest Distributions with respect to a distribution of in-kind securities. The valuation of such securities for such purposes will be determined by the General Partner as set forth in the Partnership Agreement. The General Partner may require a Partner to return distributions made to such Partner for the purpose of meeting such Partner's pro rata share of any Partnership obligations or liabilities arising from the sale or other disposition of any Investment (including any indemnification obligations), subject to certain limitations. The obligation to return distributions will cease upon the termination of the Partnership, unless notice of the potential claim was given to the Partners prior to such termination. Profits and losses of the Partnership will be allocated among the Partners in a manner consistent with the foregoing distribution provisions and the requirements of the U.S. Internal Revenue Code of 1986, as amended (the -Code'). Organizational Expenses. In addition to Capital Contributions or direct payments for the Management Fee, Limited Partners will be required to make Capital Contributions or direct payments for their pro rata share, based on Capital Commitments of each Partner (except as provided under "—Capital Commitments; Additional Closings" above), of third-party and out-of-pocket expenses (including travel and related expenses of the Investment Advisor or the General Partner) incurred by the General Partner in connection with the organization of the Partnership and the offering of interests therein ("Organizational Expenses"). Limited Partners admitted at subsequent closings will bear their share of the Organizational Expenses and organizational expenses relating to Parallel Funds based upon their pro rata share of Capital Commitments as of the date of each such Partner's admission ER305378-MAXWELL Blackstone Real Estate Partners Europe V 29 CONFIDENTIAL UBSTERRAMAR00001876 EFTA00237507 Summary Terms of the Partnership to the Partnership, but the Limited Partners participating in closings prior to the Last Equalization Date will not share in the Organizational Expenses associated with subsequent closings after the Last Equalization Date. To the extent the Partnership incurs placement fees with respect to a Limited Partner, such Limited Partner will bear such placement fees and its Management Fees will be reduced on a dollar-for-dollar basis. Partnership Expenses. The Partnership will bear (i) all expenses of operating the Partnership, including without limitation taxes, fees and expenses for and/or relating to attorneys, accountants, fund administrators (including as more fully described below), and custodians, expenses related to compliance- related matters and regulatory filings (including, without limitation, regulatory filings of the Investment Advisor and its affiliates relating to the Partnership and its activities, including reporting on Form PF or other reports to be filed with the U.S. Commodity Futures Trading Commission and reports, disclosures, filings and notifications prepared in accordance with the Directive 2011/6I/EU of the European Parliament and of the Council on Alternative Investment Fund Managers), expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its affiliates to provide administrative services to the Partnership, and expenses, charges and/or related costs incurred by the Partnership. the Investment Advisor or its affiliates in connection with such provision of administrative services to the Partnership; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services, accounting expenses. and related costs, technology, research and reporting expenses, expenses of loan servicers and othcr service providers, auditing, other professional expenses, expenses of the Advisory Committee, insurance, interest, and other expenses incurred in respect of Partnership borrowings and guarantees, other expenses associated with the acquisition, holding, monitoring and disposition of Investments (including without limitation any brokerage, custody or hedging costs and travel and related expenses in connection with the Partnership's investment activities), and the costs and expenses of any litigation involving the Partnership or a portfolio company and the amount of any judgments or settlements paid in connection therewith ("Operational Expenses") and (ii) to the extent not reimbursed by a third party, all third-party expenses incurred in connection with a proposed Investment that is not ultimately made or a proposed disposition that is not actually consummated, including travel and related expenses (-Broken Deal Expenses" and, together with the Operational Expenses, "Partnership Expenses"). General Partner/Investment Advisor Expenses. The Partnership will not bear any general overhead expenses of the Partnership, the General Partner or the Investment Advisor, unless expressly provided for. Allocation of Investment Opportunities & Investment Opportunities to the BREP Co-Investors; Similar Funds: Except as provided herein, Blackstone will not, directly or indirectly, make outside of BREP Europe V any control-oriented "opportunistic" investments in real estate assets or real estate companies located in Europe until the expiration of the Investment Period, except (i) as permitted under "— Blackstone's Side-by-Side Investment Rights" above; (ii) transactions that would be precluded or materially limited by the investment limitations or other requirements hereof or applicable law or regulation (including the U.S. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001877 EFTA00237508 Summary Terms of the Partnership Employee Retirement Income Security Act of 1974, as amended (-ERISA"); (iii) investments with respect to which the General Partner makes a good faith determination that such opportunity is not expected to )field returns on investment within the range of returns expected to be provided by the Investments in which the Partnership was organized to invest, based on the terms thereof and the information available relating to such opportunity at the time of its evaluation by the General Partner (including investments made by a real estate core fund or vehicle (which includes Blackstone Property Partners Blackstone Property Partners International — A and their parallel and successor funds and alternative investment vehicles and other funds and separate managed account arrangements related to real estate and real estate related investments within the "core", "core+" or value-add investment space (including such future investment funds, managed accounts and/or other similar arrangements, the "BPP Funds")), a real estate mezzanine fund or a mortgage REIT or a real estate fund primarily making debt investments or non-controlling investments in public and private debt and equity securities); (iv) strategic acquisitions or investments by Blackstone itself, whether in financial institutions or otherwise: (v) as otherwise approved by the Advisory Committee; and (vi) if otherwise an investment fund managed by Blackstone has investment objectives or guidelines in common with those of the Partnership, then investment opportunities which are within such common objectives and guidelines will be allocated between the Partnership and such other vehicle by the General Partner on a basis that the General Partner believes in good faith to be fair and reasonable. The General Partner will determine in good faith whether an investment opportunity is within the investment objectives of the Partnership, as described under "—Investment Objectives" above. The BREP Co-Investors will participate in Investments alongside the Partnership. Such participation (the - BREP Co-Investment Participation Percentage") will be 20% of the amount of each Investment otherwise available to be made by the Partnership, subject to: (i) legal, tax, regulatory, accounting and other similar considerations (including, without limitation, any investment limitations of the Partnership or the BREP Co-Investors), (ii) the BREP Co-Investors or the Partnership having available capital with respect thereto, (iii) ability of the BREP Co-Investors to increase the BREP Co- Investment Participation Percentage with respect to an Investment if such Investment would otherwise exceed 7% of the Capital Commitments to the Partnership and (iv) the General Partner changing the BREP Co-Investment Participation Percentage for a particular Investment or prospective Investments generally if (x) it considers such change appropriate in its reasonable business judgment, (y) it obtains the approval of the M. Advisory Committee and (z) any necessary approval required under the partnership agreement of the BREP Co-Investors is obtained. In addition, if an Investment would otherwise exceed 7% of the Capital Commitments to the Partnership, Blackstone may allocate such excess as it determines, including to Other Blackstone Funds, or other co-investors. The BREP Co-Investors will invest on the same economic and other material terms available to BREP Europe V (including sharing of fees and expenses) and will exit Investments at the same time and on the same economic and other material terms as the Partnership, and on a pro rata basis with the ER305378-MAXWELL Blackstone Real Estate Partners Europe V 3 1 CONFIDENTIAL UBSTERRAMAR00001878 EFTA00237509 Summary Terms of the Partnership Partnership subject to legal, tax, regulatory, accounting or similar considerations. Blackstone will not close on any investment fund having the primary purpose of making control-oriented "opportunistic" investments in real estate assets or real estate companies located in Europe (a "Similar Fund"), which will in no way include the BREP Funds, the BPP Funds or in each case, any other investment vehicles that generally invest alongside such entities, (collectively, the "Real Estate Funds"), or any other fund described herein, until at least 75% of the Capital Commitments have been invested in or committed in writing or reserved for Investments or until the end of the Investment Period. Any Similar Fund closed on or prior to the end of the Investment Period will invest in Investments only to the extent that the Partnership has invested the maximum amount that the Partnership is permitted to invest therein and on the same tenns as the Partnership until the end of the Investment Period unless the Advisory Committee otherwise consents or the investment by the Partnership is legally or contractually prohibited or, as a result of the application of any law, regulation or governmental order, could have a material adverse effect on the Partnership, the General Partner or any of their affiliates. If Blackstone organizes a Similar Fund, Limited Partners will be offered a reasonable opportunity to become limited partners of such fund, the terms of which may vary in any and all respects from those of the Partnership. After the Effective Date, Fund IV will only be permitted to make investments with respect to which (i) the limited partners of Fund IV have received a drawdown notice or other written notice of reservation prior to such date, or (ii) Fund IV has an existing investment. The General Partner and its affiliates may, but will not be required to, present to the Partnership any opportunity relating to (i) investments in companies with substantial real estate holdings that am required by the terms of the partnership agreements of the Other Blackstone Funds to be presented to such funds, (ii) investments in properties containing premises of Blackstone or any affiliate, (iii) transactions that would be precluded or materially limited by applicable law or regulation, and (iv) investments that individually do not exceed €20,000,000 of equity. (Sec Section V: "Risk Factors and Potential Conflicts of Interest—Other Blackstone Funds; Portfolio Companies," "— Conflicting Fiduciary Duties to Debt Funds" and "—Other Real Estate Funds.") Limited Partners' Co-Investment Rights: Opportunity to Provide Financing: The General Partner may offer Limited Partners and other third parties the opportunity to co-invest in particular Investments alongside the Partnership and any Parallel Funds. Co-investment opportunities offered to Limited Partners will be allocated as determined by the General Partner in its discretion. The terms and conditions of any co-investment opportunities will be determined by the General Partner in its discretion but also may be negotiated by the General Partner and the potential co-investor on a case-by- case basis. The General Partner may, in its sole discretion, request proposals from certain Limited Partners or their affiliates to provide debt financing in connection with any Investment for any amount up to the full amount being sought by the ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001879 EFTA00237510 Summary Terms of the Partnership General Partner. Any such financing would be in addition to funds provided in accordance with such Limited Partners' Capital Commitments and will not reduce the unused Capital Commitment of such Limited Partner. The General Partner, in its sole discretion, will determine which proposals, if any, are acceptable to the Partnership. Alternative Investment Alternative investment vehicles in which one or more Limited Partners make a Vehicles; Parallel Funds; particular Investment outside of the Partnership may be used if it is Feeder Funds: determined by the General Partner to be in the best interests of a Partner or the Partners, subject to certain restrictions. (See Section VI: "Regulatory, Tax, and ERISA Considerations.") Additional partnerships or other vehicles (referred to herein as -Parallel Funds") may be formed to invest with the Partnership to accommodate the special legal, tax, regulatory, accounting or other needs or considerations of certain investors. Such arrangements will have economic terms no more favorable than those of the Partnership. All references herein to the Partnership will also be references to the Parallel Funds unless the context otherwise indicates. In addition, the General Partner expects to form one or more non-U.S. entities ("Feeder Funds") available to certain tax-exempt and certain other investors for the purpose of making their investment in BREP Europe V or an alternative investment vehicle through such non-U.S. entity. Such a Feeder Fund will elect to be treated as a non-U.S. corporation for U.S. federal income tax purposes. Investors in a Feeder Fund will have indirect interests in BREP Europe V or an alternative investment vehicle on the same economic terms as other investors in BREP Europe V or an alternative investment vehicle. U.S. tax-exempt investors that invest through a Feeder Fund will generally derive returns from Investments in the form of dividends or capital gain, which are generally excluded from "unrelated business taxable income" so long as such investors' acquisition of interests in a Feeder Fund are not debt financed. A Feeder Fund generally will not be subject to U.S. taxes and will otherwise generally be treated as a non-U.S. investor. (See Section VI: "Regulatory, Tax, and ERISA Considerations.") General Partner/ The General Partner cannot assign its responsibilities to the Partnership nor Investment Advisor can it be substituted for or replaced as the General Partner of the Partnership Structure: (other than to an affiliate) without the consent of 66 2/3% in interest of the Combined Limited Partners. A majority-in-interest in interest of the Combined Limited Partners may remove the General Partner without "cause" and 75% in interest of the Combined Limited Partners may cause the dissolution of the Partnership or terminate the Investment Advisory Agreement with the Investment Advisor. Advisory The General Partner will select an advisory committee (the 'M. Advisory Committee: Committee") consisting of representatives of Combined Limited Partners that are not affiliates of Blackstone. The purpose of the M. Advisory Committee will be, among other things, (i) to review and approve the General Partner's valuations for the purposes of determining writedowns (and subsequent adjustments thereto), if any. relating to Investments for use in calculating Carried Interest Distributions. (ii) to review and approve or disapprove any potential conflicts of interest between the Partnership and the General Partner ER305378-MAXWELL Blackstone Real Estate Partners Europe V 33 CONFIDENTIAL UBSTERRAMAR00001880 EFTA00237511 Summary Terms of the Partnership or Blackstone, (iii) to review certain fees received by the Investment Advisor and its affiliates in connection with Investments, (iv) to give consents required of the "client" under the U.S. Investment Advisers Act of 1940, as amended, and (v) to provide guidance on other issues brought to it by the General Partner. No fees will be paid to the members of the M. Advisory Committee. The M. Advisory Committee will serve for the term of the Partnership. The General Partner may remove any member of the M. Advisory Committee by written notice thereto, subject to applicable notice and objection requirements. Incurrence of The Partnership may seek to incur or guarantee indebtedness (including Indebtedness: employing leverage to finance Investments or guaranteeing portfolio company obligations), which the General Partner will generally seek to structure on a basis that is non-recourse to the Partnership; provided, that the amount of any such cash borrowings by the Partnership shall not in the aggregate exceed 25% of Capital Commitments at any time excluding any amounts expected to be repaid within six months. However, the Partnership may enter into one or more credit facilities, guarantees or similar obligations that are recourse to the Partnership and may be secured by the Limited Partners' unused Capital Commitments as well as the Partnership's assets in order to enable the Partnership to make Investments or pay expenses without unused Capital Commitments being drawn down. To the extent that Partnership borrowings, guarantees or similar obligations are recourse to the Limited Partners (but solely to the extent of their unused Capital Commitments) or otherwise secured by their unused Capital Commitments (which includes an obligation of the General Partner to draw down unused Capital Commitments to satisfy such obligations), their unused Capital Commitments will be reduced by their pro rata share of such obligations while such obligations remain outstanding. A Limited Partner may be required to acknowledge its obligations to pay its share of such obligations up to the amount of its unused Capital Commitment. The General Partner may pledge the assets of the Partnership and convey a security interest to a lender of the obligations of the Partners to make Capital Contributions to the Partnership, any alternative investment vehicle, feeder, blocker and/or any Parallel Fund and perfect such security interest. The General Partner will give written notice to the Limited Partners if the Partnership enters into a credit facility that requires by its terms that a mandatory drawdown with respect to any borrowing or guarantee outstanding will occur if the Combined Limited Partners vote to remove the General Partner or cause the dissolution of the Partnership. The General Partner will make reasonable efforts to avoid any cross- guarantees or similar obligations for any Other Blackstone Fund that may invest with the Partnership as permitted herein (other than Parallel Funds and alternative investment vehicles). Following the date that is eighteen months following the Initial Closing Date, the General Partner shall not, without the consent of the •. Advisory Committee, cause the Partnership to acquire an Investment on any date if, after giving effect thereto, it would cause the Aggregate Investment Leverage Ratio on such date to exceed 85%, unless at the time of making such Investment the General Partner reasonably expects the Aggregate Investment ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001881 EFTA00237512 Summary Terms of the Partnership Leverage Ratio to be reduced to 85% or below within one hundred twenty (120) days thereafter. The "Aggregate Investment Leverage Ratio" means, on any date, the quotient obtained by dividing the Aggregate Investment Leverage on such date by the Base Capital Amount on such date. "Aggregate Investment Leverage" means, on any date, an amount equal to the sum of (i) the amount of aggregate outstanding borrowings and guarantees of loans by the Partnership on such date (other than those secured by the right to draw down unused Capital Commitments) the proceeds of which were used to acquire Investments and (ii) without duplication, the Partnership's pro rata share of the amount of aggregate outstanding borrowings and guarantees of loans on such date of any person controlled by the Partnership and in which the Partnership invests - Base Capital Amount" on any date means an amount equal to the sum of (i) the amount of aggregate Capital Contributions (including, solely for this purpose, the proceeds from borrowings and guarantees secured by the right to draw down Unused Capital Commitments and which were invested in such Investments) for all Investments that have not been Disposed of on such date, and (ii) the amount of Aggregate Investment Leverage on such date. For purposes hereof, any Investment where, at the time of the Partnership's acquisition thereof, the Aggregate Investment Leverage Ratio specific to such Investment (i.e., calculated as provided above but in each respect solely with reference to such Investment and its related Capital Contributions, and any borrowings or guarantees of loans specific thereto) is greater than 85% shall be excluded and disregarded from all calculations therein as if the Partnership had not made such Investment, to the extent and only to the extent the borrowings and guarantees of loans of the person in which the Partnership invests arc solely those incurred prior to such Investment (and arc therefore merely assumed as part of the transaction to which the Investment is subject. The General Partner shall not, in connection with the incurrence of any borrowings and/or guarantees of loans by the Partnership or persons in which the Partnership has made Investments, pledge or grant security interests in the Partnership's interests in more than one Investment (or the underlying assets of such Investments) on a combined basis unless (i) the General Partner determines in good faith that the Investments in question are of the same character or asset class (e.g., hotel, office, industrial, retail) (including for this purpose any de minimis additional assets related thereto or managed under any common platform) and (ii) aggregate Capital Contributions to the Investments in question so combined do not exceed an amount equal to 25% of the aggregate amount of the Capital Commitments and Parallel Fund capital commitments. Hedging: The Partnership may, but is not required to, enter into any bona fide hedging transactions (including derivative contracts or instruments) in connection with the acquisition, holding, financing, refinancing, restructuring or disposition of any Investment. Any amounts paid by the Partnership for or resulting from short sales and other derivative contracts or instruments entered into for hedging purposes and permitted pursuant to the Partnership Agreement will be considered a Partnership Expense relating to such Investment. Any distributions resulting from such sales, contracts, instruments or arrangements will be treated as Current Income or Disposition Proceeds, as reasonably ER305378-MAXWELL Blackstone Real Estate Partners Europe V 35 CONFIDENTIAL UBSTERRAMAR00001882 EFTA00237513 Summary Terms of the Partnership determined by the General Partner, from the Investment hedged thereby. If two or more Investments are hedged thereby. such payments or distributions will be allocated among such Investments as reasonably determined by the General Partner (Capital Contributions relating thereto will be similarly allocated.) In addition, if the General Partner deems it necessary or advisable, the General Partner may, in lieu of holding an Investment, structure an Investment as a derivative contract, instrument or similar arrangement designed to substantially replicate the benefits and risks of holding the otherwise permissible Investment. Defaults: The failure of a Limited Partner to pay its Capital Contributions or other obligations or any amount otherwise due pursuant to the Partnership Agreement within ten business days after notice of default is given to it will result in one or more of the following consequences (to be exercised in the sole discretion of the General Partner): (i) such Limited Partner will lose its right to transfer or vote its interest in the Partnership; (ii) such Limited Partner (A) will not be entitled to make any further Capital Contributions to the Partnership, (B) will be assessed up to a 75% reduction in its adjusted capital account and percentage interest in Investments. and/or (C) will forfeit to the Partnership (to be allocated to the other Partners) all distributions that it would otherwise receive for Investments in excess of Capital Contributions made by such Limited Partner less any actual or anticipated expenses, deductions or losses allocated to such Limited Partner (calculated taking into account the up to 75% reduction in its adjusted capital account and percentage interest described above); and (iii) the General Partner will have the right to cause the transfer, effective immediately upon written notice, of the defaulting Limited Partner's interest in the Partnership (see --Transferability of Interests and Withdrawal" below), in which event the defaulting Limited Partner will be required to transfer its interest in the Partnership at a transfer price equal to the amount of Capital Contributions made by such Limited Partner less any expenses, deductions, losses or distributions allocated to such Limited Partner and reduced by a percentage of up to 75% (which will first be offered to the other Partners on a pro rata basis). The General Partner reserves the right to pursue other remedies (including specific performance) in the event of a default and may apply and/or waive any of the foregoing remedies with respect to any defaulting Limited Partner in its sole discretion. With respect to defaults on Capital Contributions, in such case, each other Limited Partner may be requested to make an additional Capital Contribution or other payment with respect thereto, subject to certain limitations (including that the aggregate of the additional amount and such Limited Partner's Capital Contributions otherwise required to be made with respect thereto may not exceed 150% of the amount that otherwise was required to be contributed by such Limited Partner). Transferability of Except as described below under "—Transfer by or Withdrawal of ERISA, Interests and Private Foundation or BHC Limited Partners" below. no Limited Partner will Withdrawal: be permitted to withdraw from the Partnership or to withdraw any portion of its capital account. A Limited Partner may not assign, sell, exchange, grant a security interest over or transfer its interest in the Partnership without the consent of the General Partner (which consent may not be unreasonably withheld), except that certain assignments by operation of law or to affiliates ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001883 EFTA00237514 Summary Terms of the Partnership Transfer by or Withdrawal of ERISA, Private Foundation or BHC Limited Partners: Key Person Rights: will be permitted without the General Partner's consent: provided, that no such assignee will be admitted as a substituted Limited Partner without the consent of the General Partner (which consent may be given or withheld in its sole discretion). Transfers to non-affiliates of a Limited Partner will be subject to a right of first offer. Notwithstanding the foregoing or the transfer circumstances described in below under "—Transfer by or Withdrawal of ERISA. Private Foundation or BHC Limited Partners", no transfer of a Limited Partner's interest may be made unless the General Partner determines such transfer would not, among other factors more fully described in the Partnership Agreement, violate applicable law or regulation applicable to the Partnership or the interest to be transferred or cause the Partnership to be subject to certain law or regulation. A Limited Partner's unused Capital Commitment may be reduced to zero in certain limited circumstances solely relating to legal and regulatory matters. The General Partner may, subject to certain limitations, cause a withdrawal of a Limited Partner from the Partnership if such Limited Partner's continued participation would be reasonably likely to violate any law or regulation applicable to the Partnership or a written policy or established practice to which a Limited Partner is subject and which was adopted by such Limited Partner to comply with applicable U.S. state law. Under certain circumstances, the General Partner may permit or require the complete or partial withdrawal of, or the transfer of the interests in the Partnership of, Limited Partners that are (or their assets are deemed to be the assets of) employee benefit plans, or other retirement plans or arrangements or may take certain other actions, in order to prevent the assets of the Partnership from being considered "plan assets." (See Section VI: "Regulatory, Tax, and ERISA Considerations.") In addition, in the case of private foundation Limited Partners, the General Partner may permit or require, under certain circumstances, the withdrawal of such Limited Partners in order to prevent the imposition of certain excise taxes or a material violation of, or a material breach of the fiduciary duties by its trustees or governing board under, any U.S. federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction thereon or certain investment policies. The General Partner may also permit the withdrawal of, or the transfer of the interest in the Partnership of, Limited Partners that arc subject to the U.S. Bank Holding Company Act (the "BHC Act") or related rules, or may take certain other actions in order to prevent any violation of the BHC Act. The Partnership may issue a subordinated note to a withdrawing Limited Partner in order to evidence the Partnership's obligation to such Limited Partner if cash and/or securities are not available at the time of such withdrawal. If both (a) Jonathan Gray ceases to devote the Required Involvement and (b) there are not at least two of Kenneth Caplan, Anthony Myers and James Seppala devoting the Required Involvement (any such event being referred to herein as a "Key Person Event"), then the General Partner will give each Limited Partner written notice of the Key Person Event within five (5) business days thereof. Within sixty days of the Key Person Event, 66 2/3% in ER305378-MAXWELL Blackstone Real Estate Partners Europe V 37 CONFIDENTIAL UBSTERRAMAR00001884 EFTA00237515 Summary Terms of the Partnership interest of the Combined Limited Partners may vote to cause a termination of the Investment Period; provided, that such vote will not prevent the Partnership from closing on commitments it entered into prior to such determination by the Limited Partners or making "follow-on" Investments. "Required Involvement" shall mean (x) with respect to Jonathan Gray, such person is actively involved in the business of the Partnership, the Real Estate Funds and their respective investments and Blackstone's real estate activities generally; and (y) with respect to each of Kenneth Caplan, Anthony Myers and James Seppala, such person is devoting substantially all of his business time to the Partnership, the Real Estate Funds and their respective investments and Blacicstone's real estate activities generally and, in each case, matters relating thereto. Structure of The Partnership may invest directly in Investments or may acquire Investments: Investments through one or more affiliated companies, partnerships, limited liability companies, real estate investment mists or other vehicles, although the Partnership reserves the right to utilize other investment structures if such structures are in the best interests of the Partners. Limitation of Liability; Indemnification: None of the General Partner, the Investment Advisor, their affiliates or any of their respective members, partners, directors, officers, employees, agents, or certain other persons who serve at the request of the General Partner or the Investment Advisor on behalf of the Partnership ("Indemnitees") will be liable to the Partnership or any Limited Partner for any act or omission by it in the absence of actual fraud, willful misconduct, a material violation of securities laws, breach of fiduciary duty (it being understood that, subject to applicable law, taking or omitting to take any actions that the General Partner was expressly permitted or required to take or omit for its own account pursuant to the Partnership Agreement will not be deemed a breach of fiduciary duty), a material breach of the Partnership Agreement or the Investment Advisory Agreement or gross negligence (within the meaning of New York law) on its part, or for losses due to the negligence, dishonesty, actual fraud or bad faith of brokers or other agents of the General Partner or the Partnership and provided they act in a manner in which they in good faith believe to be in or not opposed to the best interests of the Partnership, and, in the case of a criminal action or proceeding where the person involved had no reasonable cause to believe his conduct was unlawful. The Partnership will indemnify each Indemnitce against any loss, damage or expense incurred by it on behalf of or in connection with the affairs of the Partnership, except to the extent arising out of its actual fraud, willful misconduct, a material violation of securities laws, breach of fiduciary duty (it being understood that, subject to applicable law, taking or omitting to take any actions that the General Partner was expressly permitted (other than the general authority of the General Partner to operate the Partnership) or required to take or omit for its own account pursuant to the Partnership Agreement will not be deemed a breach of fiduciary duty), a material breach of the Partnership Agreement or the Investment Advisory Agreement or gross negligence (within the meaning of New York law) and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or such liabilities did not arise solely out of a dispute between or among members of the General Partner, the Investment Advisor or their affiliates. The General Partner may ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001885 EFTA00237516 Summary Terms of the Partnership have the Partnership purchase, at the Partnership's expense, insurance to insure the Partnership and any Indemnitec against liability in connection with the activities of the Partnership. Members of the e. Advisory Committee (and the Limited Partners that appointed them) and any other advisory committee formed by the General Partner will be entitled to the protection of customary indemnification and limitation of liability provisions. Reports: The Partnership will use its reasonable efforts to send all Partners within 90 days after the end of each fiscal year of the Partnership (subject to reasonable delays in the event of late receipt of any necessary information) an audit report including a balance sheet and statements of income and changes in Partners' equity and changes in cash flows, prepared in accordance with U.S. generally accepted accounting principles plus a schedule and summary description of the Investments owned by the Partnership at year-end and a statement for each Partner of its capital account and tax information necessary for completion of its tax returns (subject to reasonable delays in the Partnership receiving information needed to prepare such tax information from entities in which it holds a direct or indirect interest). The Partnership will also send the Partners reports regarding the activities of the Partnership on a quarterly basis. Amendments to the The Partnership Agreement may be amended from time to time with the Partnership Agreement; consent of the General Partner and generally a majority in interest of the Entire Agreement: Combined Limited Partners, except that no amendment may increase any Partner's Capital Commitment, reduce its share of the Partnership's distributions, income, gains or losses, increase the Management Fees payable with respect to the Limited Partners to the Investment Advisor, or change the amendment provisions in a manner adverse to a Partner, without the consent of such Partner, and except that certain amendments may also require the vote of a specific group of Limited Partners uniquely affected by such amendment. The General Partner may also amend the Partnership Agreement without the consent of any Limited Partner in connection with any negotiations with Limited Partners that are admitted to the Partnership after the Initial Closing Date so long as such changes do not adversely affect the interests, rights or obligations of any existing Limited Partner; provided, that any such amendments will be sent to the Limited Partners at least 10 calendar days prior to their effectiveness, and if at least 15% in interest of the Limited Partners object in writing thereto during such 10-day period, then any such amendments will be subject to approval in the manner described in the Partnership Agreement. The General Partner may enter into a side letter or other similar agreement with a particular Limited Partner in connection with its admission to the Partnership as a Limited Partner therein without the approval of any other Limited Partner. N% hich would have the effect of establishing rights under or altering or supplementing the terms of the Partnership Agreement with respect to such Limited Partner. Any rights established, or any terms of the Partnership Agreement altered or supplemented, in a side letter with a Limited Partner shall govern solely with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such side letter) notwithstanding any other provision of the Partnership Agreement. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 39 CONFIDENTIAL UBSTERRAMAR00001886 EFTA00237517 Summary Terms of the Partnership (Sec Section V: "Risk Factors and Potential Conflicts of Interest—Side Agreements.') ERISA Considerations: Risk Factors and Potential Conflicts of Interest: Tax Considerations: The General Partner will use reasonable best efforts to either (i) limit equity participation by "benefit plan investors" (within the meaning of Section 3(42) of ERISA) to less than 25% of the total value of each class of equity interests in the Partnership or (ii) structure investments of the Partnership and operate the Partnership in such a manner so as to qualify the Partnership as a "venture capital operating company" or "real estate operating company", so that the underlying assets of the Partnership should not constitute "plan assets" of plans subject to Tide I of ERISA or Section 4975 of the Code which invest in the Partnership. Prior to the closing date of the Partnership's first Investment (the "Initial Investment Date"), Partners that are benefit plan investors subject to Tide I of ERISA or Section 4975 of the Code ("ERISA Partners') and other Limited Partners may be required to make direct payments for Partnership Expenses, Organizational Expenses and/or Management Fees; provided that, if on any payment date which is prior to the Initial Investment Date ERISA Partners hold 25% or more of the total value of any class of equity interests in the Partnership, then in lieu of being required to make direct payments for Management Fees which would otherwise be required to be made on such payment date, each ERISA Partner will, and other Limited Partners may be required to, make a capital contribution for such Management Fees on the Initial Investment Date. ERISA Partners may also be required to fund their capital contributions for the Partnership's first Investment, Management Fees, Organizational Expenses and/or Partnership Expenses into an escrow account as set forth in the Partnership Agreement. Potential investors should carefully review the ERISA matters discussed under Section VI: "Regulatory, Tax, and ERISA Considerations" and should consult with their own advisors as to the consequences of making an investment in the Partnership. Potential investors should also consult with their own advisors as to the consequences of making an investment indirectly in an alternative investment vehicle through an intermediate entity. (See Section VI: "Regulatory, Tax, and ERISA Considerations") Prospective investors should carefully review the matters discussed under Section V: "Risk Factors and Potential Conflicts of Interest." It is intended that, for U.S. federal income tax purposes, the Partnership will be treated as a partnership and not as a "publicly traded partnership" taxed as an association within the meaning of Section 7704 of the Code. Income or gain of the Partnership may be subject to withholding, income or other tax in the jurisdictions where Investments are made. This Memorandum does not address these tax consequences. An investment in the Partnership has many tax consequences. Investors should carefully review the matters discussed in Section VI: "Regulatory, Tax, and ERISA Considerations" and are advised to consult with their own advisors as to the consequences of making an investment in the Partnership. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001887 EFTA00237518 Summary Terms of the Partnership Auditors: Deloitte & Touche I.I.P. U.S. Counsel for the Partnership and General Partner: Simpson Thacher & Bartlett LLP. Cayman Counsel for the Maples and Calder. Partnership and General Partner: ER305378-MAXWELL Blackstone Real Estate Partners Europe V 41 CONFIDENTIAL UBSTERRAMAR00001888 EFTA00237519 [this page Intentionally left blank) ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001889 EFTA00237520 Management of Blackstone Real Estate Partners Europe V III. Management of Blackstone Real Estate Partners Europe V Blackstone Real Estate Advisors a Delaware limited partnership, is registered with the U.S. Securities and Exchange Commission (the "SEC") as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. Pursuant to an investment advisory agreement, Blackstone Real Estate Advisors M. and/or one or more of its affiliates (the "Investment Advisor") will provide investment advisory services to BREP Europe V and/or one or more holding companies through which BREP Europe V invests. The Investment Advisor will be responsible for initiating, structuring, and negotiating investments to be made by BREP Europe V. In addition, the Investment Advisor intends to manage each investment to seek to maximize cash flow and, ultimately, the disposition value of each investment. BREP Europe V's investment activity will be led by the three Senior Managing Directors in Europe. Anthony Myers is Head of Blackstone Real Estate Europe, James Seppala is Head of Europe Acquisitions, and Farhad Karim is the Chief Operating Officer of Blackstone Real Estate Europe. Andrew Lax is the Head of Asset Management Europe. In addition to the locally-based senior management team, BREP Europe V's investment activity will be overseen by Jonathan Gray, Global Head of Real Estate, Ken Caplan, Global Chief Investment Officer, Kathleen McCarthy, Global Chief Operating Officer, and William Stein, Global Head of Asset Management. All investment and disposition decisions of BREP Europe V will be reviewed and approved by the Investment Committee of its General Partner, which includes Stephen Schwarzman and Hamilton ('Tony") James as members. The Investment Committee process for BREP Europe V is the same process as all of the BREP Funds since inception, which emphasizes a consensus-based approach to decision making among the members. The senior Blackstone professionals expected to be involved in BREP Europe V's investment process are: Jonathan Gray is the Global Head of Real Estate and a member of the Board of Directors of Blackstone and is based in New York. He also sits on the firm's Management Committee. Since joining Blackstone in 1992, Mr. Gray has helped build the largest real estate platform in the world with $93 billion in investor capital under management. Blackstone's portfolio includes hotel, office, retail, industrial and residential properties in the United States, Europe, Asia and Latin America. Mr. Gray currently serves as Chairman of the Board of Hilton Worldwide, Chairman of the Board of Harlem Village Academies, and is a board member of the Trinity School. Mr. Gray and his wife, Mindy, established the Basser Research Center at the University of Pennsylvania School of Medicine, focused on the prevention and treatment of certain genetically-caused breast and ovarian cancers. Mr. Gray received a BS in Economics from the Wharton School, as well as a BA in English from the College of Arts and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. Kenneth Caplan is a Senior Managing Director and Global Chief Investment Officer of the Real Estate group and is based in New York. Mr. Caplan is responsible for overseeing our investment strategy globally. Since joining Blackstone in 1997, Mr. Caplan played a key role in a variety of real estate acquisitions and initiatives in the United States, Europe and Asia. Before joining Blackstone, Mr. Caplan was at Lazard Frtres & Co. in the real estate investment banking group. Mr. Caplan is a Trustee of Prep for Prep. Mr. Caplan received an AB in Economics from Harvard University, where he graduated magna cum laude, was elected to Phi Beta Kappa and received the John Harvard Scholarship for highest academic achievement. Anthony Myers is a Senior Managing Director and Head Real Estate Europe and is based in London. Mr. Myers is responsible for the day-to-day management of the Real Estate group's investment activities and personnel in Europe. Since joining Blackstone in 2000, Mr. Myers has been involved in ER305378-MAXWELL Blackstone Real Estate Partners Europe V 43 CONFIDENTIAL UBSTERRAMAR00001890 EFTA00237521 Management of Blackstone Real Estate Partners Europe V a number of real estate investments. both in Europe and in the United States. Prior to joining Blackstone, Mr. Myers was Executive Vice President and COO at Balfour Holdings, Inc., a residential and commercial land development company acquired by affiliates of Blackstone in 1997. Before joining Balfour, Mr. Myers was an Associate Director in the Bear Stearns Real Estate group. Mr. Myers received a BSc with Honors in Civil Engineering from the University of Cape Town and an MBA from Columbia University. James Seppala is the Head of Europe Acquisitions and is based in London. Since joining Blackstone in 2011, Mr. Seppala has been involved in a number of Blackstone's investments in the United States and in Europe. Prior to joining Blackstone in 2011, Mr. Seppala was a Vice President at Goldman Sachs & Co, where he spent 10 years focused on equity and debt investment opportunities in Europe and the United States on behalf of Goldman Sachs's real estate private equity group. Mr. Seppala graduated magna cum laude from Harvard College. Farhad Karim is a Senior Managing Director and Chief Operating Officer of Real Estate Europe and is based in London. Since joining Blackstone in 2011, Mr. Karim has been involved in a number of real estate acquisitions, dispositions, and other initiatives throughout Europe. Prior to joining Blackstone, Mr. Karim was a partner at Simpson Thacher & Bartlett LLP where he worked on a variety of real estate transactions in Asia, Europe, and North America. Mr. Karim received a BA (Honors) from McGill University and both a Master in International Affairs and a JD from Columbia University. A.J. Agarwal is a Senior Managing Director in the Real Estate group and leads Blackstone's U.S. Core+ real estate business, Blackstone Property Partners, and is based in New York. Mr. Agarwal oversees the US Core+ business for the Real Estate group. He has been directly involved in a number of the Real Estate group's investments. Mr. Aganval joined Blackstone in 1992. Prior to joining the Real Estate group in 2010, Mr. Agarwal was a member of Blackstone's Financial Advisory Group, leading the firm's advisory practice in a number of areas, including real estate and leisurc/lodging. Mr. Agarwal graduated from Princeton University, where he graduated magna cum laude and Phi Beta Kappa and received an MBA from Stanford University Graduate School of Business. Michael Casey is a Senior Managing Director and Head of Investor Relations and Business Development for the Real Estate group. Before joining Blackstone in 2007, Mr. Casey worked at Cliffivood Partners LLC from 1998 to 2007, where he was the President of the firm. Prior to joining Cliffwood Partners LLC, he was a Managing Director and Senior Portfolio Manager of Heitman Capital Management. Prior to Heitman, he spent twelve years with JMB Realty Corporation and its affiliates on the investment side of the business. Mr. Casey received a BBA in Real Estate and Finance in 1980 and an MBA in Real Estate in 1983 from the University of Wisconsin-Madison. He serves on the Dean's Advisory Board for the University of Wisconsin-Madison School of Business. Frank Cohen is a Senior Managing Director and the Global Head of Core+ Real Estate and is based in New York. Since joining Blackstone in 1996, Mr. Cohen has been involved in a variety of investments across all property types. He received a BA from Northwestem University, where he graduated from the Honors Program in Mathematical Methods in the Social Sciences, with a double major in political science. He serves as a Trustee of the Urban Land Institute, as well as on the Kellogg Real Estate Advisory Council and WCAS Board of Visitors, both at Northwestem University. Giovanni Cutaia is a Senior Managing Director and Chief Operating Officer of Asset Management in the Real Estate group and is based in New York. Prior to joining Blackstone in 2014, Mr. Cutaia was at Lone Star Funds where he was a Senior Managing Director and Co-Head of Commercial Real Estate Investments Americas. Prior to Lone Star, Mr. Cutaia spent over 12 years at Goldman Sachs ER305378-MAXWELL 44 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001891 EFTA00237522 Management of Blackstone Real Estate Partners Europe V in its Real Estate Principal Investments Area as a Managing Director in its New York and London offices. Mr. Cutaia received a BA from Colgate University and an MBA from the Tuck School of Business at Dartmouth College. Stuart Grant is a Senior Managing Director and Head of Real Estate Asset Management Asia and is based in Hong Kong. He is responsible for the asset management of the Real Estate group's investments in Asia as well as the MB Asia Real Estate Fund. Before joining Blackstone in 2000, Mr. Grant was an International Executive at the Jardine Matheson Group hard in Asia from 1990 to 1999. He is a Director of DLF Southern Homes Ltd., is a former Trustee of The Great Steward of Scotland's Dumfries House Trust and also serves as a member of the North Asia Executive Committee of the Urban Land Institute. Mr. Grant holds a BSc (Honors) degree from the University of St. Andrews and a master's degree from New York University. Rob Harper is a Senior Managing Director and the Head of Europe for Blackstone Real Estate Debt Strategies and is based in London. Since joining Blackstone in 2002, Mr. Harper has been involved in analyzing Blackstone's real estate equity and debt investments across all property types. Mr. Harper previously worked for Blackstone in both New York and Los Angeles. Prior to joining Blackstone, Mr. Harper worked for Morgan Stanley's real estate private equity group in Los Angeles and San Francisco. Mr. Harper received a BS from the McIntire School of Commerce at the University of Virginia. Christopher Heady is a Senior Managing Director and Head of Real Estate Asia and is based in Hong Kong. Mr. Heady is responsible for die day-to-day management of the Real Estate group's investment activities and personnel in Asia. Since joining Blackstone in 2000, Mr. Heady has been involved in a variety of real estate acquisitions and initiatives in the U.S., Europe and Asia and played a key role in the Real Estate group's expansion in Asia, including investments in China, India, Japan and Australia. Before joining Blackstone, Mr. Heady was with Morgan Stanley in London, where he was involved in real estate private equity. Mr. Heady received a BA in Public Policy from the University of Chicago, where he graduated with honors. He currently serves on the Board of ANREV. Tyler Henritze is a Senior Managing Director in the Real Estate group and the Co-head of U.S. Acquisitions and is based in New York. Mr. Henritze helps oversee Blackstone's efforts to identify new investment opportunities in North America and has been involved in real estate investments across all property types. Before joining Blackstone in 2004, Mr. Henritze worked at Merrill Lynch, where he was an Analyst in the Real Estate Investment Banking group and was involved in a variety of debt, equity and transactions. Mr. Henritze currently serves as a board member of Hilton Worldwide, Motel 6 and BRE Select Hotel Corp. He also helped found and serves on the investment community board of CityYear New York. Mr. Hcnritzc received a BS in Commerce from The McIntire School at the University of Virginia where he graduated with distinction. Kathleen McCarthy is a Senior Managing Director and Global Chief Operating Officer in the Real Estate group and is based in New York. Ms. McCarthy oversees Real Estate Investor Relations and Business Development, Human Resources, Legal & Compliance and Finance. Previously she was responsible for marketing Blackstone's real estate private investment funds. Before joining Blackstone in 2010, Ms. McCarthy worked at Goldman Sachs, where she was a Vice President focused on investments for the Real Estate Principal Investment Area. Ms. McCarthy began her career at Goldman Sachs as an Analyst in the Mergers & Strategic Advisory Group within the Investment Banking Division. Ms. McCarthy received a BA with Distinction from Yale University. Nadeem Meghji is a Senior Managing Director in the Real Estate group and the Co-head of U.S. Acquisitions and is based in New York. Since joining Blackstone in 2008, Mr. Meghji has been involved in analyzing Blackstone's real estate investments across all property types. Before joining ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001892 EFTA00237523 Management of Blackstone Real Estate Partners Europe V Blackstone, Mr. Meghji worked as an Associate at the Lionstone Group. Mr. Meghji received a BS in Electrical Engineering from Columbia University, where he graduated summa cum laude. He received a JD from Harvard Law School and an MBA from Harvard Business School. Alan Miyasaki is a Senior Managing Director in the Real Estate group and the Head of Asia Acquisitions and is based in Singapore. Since joining Blackstone in 2001, Mr. Miyasaki has been involved in transactions across all property types and since 2007 Mr. Miyasaki has worked to build Blackstone's real estate business in Asia. Before joining Blackstone, Mr. Miyasaki was with Starwood Capital Group, where he worked in acquisitions. Mr. Miyasaki received a BS in Economics from The Wharton School of the University of Pennsylvania, where he graduated cum laude. Michael Nash is a Senior Managing Director and the Global Head of Blackstone Real Estate Debt Strategies and is based in New York. Mr. Nash is a member of the Real Estate Investment Committee fix both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors. He is also Executive Chairman of Blackstone Mortgage Trust, a NYSE listed REIT, and is the Chief Executive Officer and the Chairman of the Board of the Blackstone Real Estate Income Funds, which is a complex of registered closed-end funds. Prior to joining Blackstone, Mr. Nash was with Merrill Lynch from 1997 to 2007 where he led the finn's Real Estate Principal Investment Group - Americas. Prior to 1997, Mr. Nash held various positions with Barclays Bank, Bank of Nova Scotia and Dcloitte Haskins & Sells. Mr. Nash received a B.S. in Accounting from State University of New York at Albany, as well as an . in Finance from the Stem School of Business at New York University. He currently serves as a member of the Board of Directors of Hudson Pacific Properties, Inc. and Landmark Apartment Trust of America, Inc. Tuhin Parikh is a Senior Managing Director in the Real Estate group and is based in Mumbai. Mr. Parikh is responsible for Blackstone's Real Estate operations in India. Since joining Blackstone in 2007, Mr. Parikh has been involved in identifying and evaluating Indian real estate investments across all property types. Before joining Blackstone, Mr. Parikh was the CFO and subsequently CEO of TCG Urban Infrastructure Holdings Ltd., a national level office developer and asset owner in India. Mr. Parikh received a Bachelor in Accountancy from Mumbai University and an MBA from the Indian Institute of Management (Ahmedabad). Stephen Navin is a Senior Managing Director in the Real Estate Debt Strategies group and Chief Executive Officer of Blackstone Mortgage Trust and is based in New York. Before joining Blackstone in 2012, Mr. Flavin was Chief Executive Officer of CT Investment Management Co., LLC, a commercial real estate investment manager and rated special servicer that was wholly owned by Capital Trust, Inc. and acquired by Blackstone. Mr. Plavin remains the Chief Executive Officer of Capital Trust, Inc. Prior to joining Capital Trust in 1998, Mr. Plavin was co-head of Global Real Estate for The Chase Manhattan Bank and Chase Securities Inc. During his tenure at Chase, from 1984 to 1998, Mr. Plavin also led business units responsible for commercial real estate loan origination, syndication, structured finance, portfolio management and REO sales. Mr. Plavin received a BA in English from Tufts University and an MBA in Finance, Accounting and Marketing from the J.L. Kellogg Graduate School of Management at Northwestern University. Jonathan Pollack is a Senior Managing Director and Chief Investment Officer of the Blackstone Real Estate Debt Strategies group and is based in New York. Since joining Blackstone in 2015, Mr. Pollack has been responsible for overseeing our debt investment strategy. Prior to Blackstone, Mr. Pollack was a Managing Director and Global Head of Commercial Real Estate, as well as Head of Risk for Structured Finance, at Deutsche Bank. Mr. Pollack joined Deutsche Bank in 1999 from Nomura Group. Mr. Pollack received a BA in Economics from Northwestern University. ER305378-MAXWELL 46 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001893 EFTA00237524 Management of Blackstone Real Estate Partners Europe V David Roth is a Senior Managing Director in the Real Estate group and is based in New York. Since joining Blackstone in 2006, Mr. Roth has been involved in sourcing and analyzing Blackstone's real estate investments in the U.S. and Latin America across all property types. Before joining Blackstone, Mr. Roth was a Principal in the acquisitions group at Walton Street Capital where he was involved in numerous real estate transactions Mr. Roth received a BA with a major in Government from Dartmouth College, where he graduated Phi Beta Kappa and magna cum laude. He also received a JD from New York University School of Law. Mr. Roth is also a Certified Financial Analyst Charterholder. William Stein is a Senior Managing Director and Global Head of Asset Management in the Real Estate group and is based in New York. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and oversight of Blackstone's real estate investments globally. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein received a BBA from the University of Michigan and an MBA from the University of Chicago. Stephen A. Schwarzman is Chairman, CEO and Co-Founder of Blackstone. Mr. Schwarzman has been involved in all phases of the firm's development since its founding in 1985. The firm is a leading global asset manager with $334 billion Assets Under Management (as of September 30, 2015). Mr. Schwarzman is an active philanthropist with a history of supporting education and schools. Whether in business or in philanthropy, he has always attempted to tackle big problems and find transformative solutions. In 2015, Mr. Schwarzman donated $150 million to Yale University to establish the Schwarzman Center, a first-of-its-kind campus center in Yale's historic "Commons" building. In 2013, he founded an international scholarship program, "Schwarzman Scholars," at Tsinghua University in Beijing to educate figure leaders about China. At $450 million, the program is modeled on the Rhodes Scholarship and is the single largest philanthropic effort in China's history coming largely from international donors. In 2007, Mr. Schwarzman donated $100 million to the New York Public Library on whose board he serves. Mr. Schwarzman is a member of The Council on Foreign Relations, The Business Council, The Business Roundtable. and The International Business Council of the World Economic Forum. He serves on the boards of The Asia Society, The Board of Directors of The New York City Partnership and The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing. He is a Trustee of The Frick Collection in New York City and Chairman Emeritus of the Board of Directors of The John F. Kennedy Center for the Performing Arts. In 2007, Mr. Schwarzman was included in TIME's "100 Most Influential People." Mr. Schwarzman was awarded the Legion of France in 2007 and promoted to Officicr in 2010. Mr. Schwarzman holds a B.A. from Yale University and an . from Harvard Business School. He has served as an adjunct professor at the Yale School of Management and on the Harvard Business School Board of Dean's Advisors. In 2012, he was awarded an Honorary Degree from Quinnipiac University. Hamilton ("Tony") James is President and Chief Operating Officer of Blackstone, and a member of the board of directors of its general partner, Blackstone Group Management L.L.C. He is also a member of Blackstone's Management and Executive Committees and sits on each of the firm's investment committees. Before joining Blackstone in 2002, Mr. James was Chairman of Global Investment Banking and Private Equity at Credit Suisse First Boston and a member of the Executive Board. Prior to the acquisition of Donaldson, Lufkin & Jenrette by Credit Suisse First Boston in 2000, Mr. James was the Chairman of DLJ's Banking Group, responsible for all the firm's investment banking and merchant banking activities. Mr. James joined DU in 1975 as an Investment Banking associate. He became head of DLJ's global group in 1982, founded DU Merchant Banking, Inc. in 1985, and was named Chairman of the Banking Group in 1995. He is a Director of Costco Wholesale Corporation and Swift River Investments, Inc., and has served on a number of other corporate Boards. Mr. James is Trustee and member of The Executive Committee of The ER305378-MAXWELL Blackstone Real Estate Partners Europe V 47 CONFIDENTIAL UBSTERRAMAR00001894 EFTA00237525 Management ofBlackstone Real Estate Partners Europe V Second Stage Theatre, Trustee of The Metropolitan Museum of Art, Vice Chairman of Trout Unlimited's Coldwater Conservation Fund, Trustee of Woods Hole Oceanographic, Trustee of Wildlife Conservation Society, Advisory Board member of The Montana Land Reliance and Chairman Emeritus of the Board of Trustees of American Ballet Theatre. He is also a former member of the President's Export Council Subcommittee on Technology & Competitiveness. Mr. James graduated magna cum laude with a BA from Harvard College in 1973 and was a John Harvard Scholar. He earned an MBA with high distinction from the Harvard Business School and graduated as a Baker Scholar in 1975. In addition, the European Real Estate team consists of the following professionals: Abhishek Aganval is a Principal in the Real Estate group and is based in London. Since joining Blackstone, Mr. Agarwal has been involved in analyzing real estate investments in various property sectors across Europe. Mr. Agarwal serves on the board of Broadgate. Before joining Blackstone in 2008, Mr. Agarwal worked as a software developer with Microsoft, and was involved in the development of Microsoft Windows' Vista. Mr. Agarwal received a B. Tech. in Information Technology from the Indian Institute of Information Technology (IIIT), Allahabad, where he was placed on the Deans Merit List. He completed his MBA from the Indian Institute of Management (IIM) Bangalore where he graduated with the Gold medal. Samir Amichi is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2011, Mr. Amichi has been involved in analyzing real estate investments across several property types in Europe. Previously, Mr. Amichi spent seven years in Goldman Sachs' International real estate private equity group focused on equity and debt investment opportunities in Europe. Prior to that, he spent two years at The Richemont Group where he helped oversee the set-up and growth of its global real estate investment business. Mr. Amichi received an MSc in Management from the HEC business school in Paris, where he majored in Economics. Marc-Antoine Bouyer is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2006, Mr. Bouyer has been involved in a variety of European real estate acquisitions, disposals, financings, restructurings, and asset management across various property types. Before joining Blackstone, Mr. Bouyer worked at Lehman Brothers as an Analyst in the Paris- based corporate finance team for two years. Mr. Bouyer received an MSc in Management from the HEC business school in Paris, where he majored in Finance. Mr. Bouyer also holds a Master in International Management from the Community of European Management Schools (CEMS). Simon Davies is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2007, Mr. Davies has been involved with tax structuring and compliance matters relating to Blackstone Real Estate Partners' Europe funds. Before joining Blackstone, Mr. Davies was a Senior Manager in the Investment Management and Real Estate team at PricewaterhouseCoopers. Mr. Davies received an . in Chemical Engineering from Imperial College London and is a member of the Institute of Chartered Accountants of England and Wales. Jean-Christophe Dubois is a Managing Director in the Real Estate group and is based in London. Mr. Dubois is involved with portfolio, asset management and transaction activities across Europe. Prior to joining Blackstone in 2012, Mr. Dubois was a Managing Director at Archon, Goldman Sachs' European real estate and distressed loan management platform. Prior to that, Mr. Dubois held multiple leadership positions at Archon, including Head of Italian Management Platform (2009- 2012), Head of European Acquisition (2004-2009), Head of Loan Management (2000-2004) and Asset Manager (1996-2000). Mr. Dubois received a degree in engineering from Ecole Centrale de Marseille and a Master in Finance from ESCP Europe. ER305378-MAXWELL 48 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001895 EFTA00237526 Management of Blackstone Real Estate Partners Europe V Alia Elgazzar is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2012, Ms. Elgazazar has been involved in analyzing real estate investment opportunities across all property types in Europe. Before joining Blackstone, Ms. Elgazzar was a Vice President at Morgan Stanley, where she spent seven years focusing on equity and debt investment opportunities in Europe on behalf of Morgan Stanley's real estate private equity group. Ms. Elgazzar received a Bachelor of Laws with honors from University of London, U.K. Louis-Simon Ferland is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. Ferland has been involved in evaluating real estate investments across several property types throughout Europe. Before joining Blackstone. Mr. Ferland was an Associate at Merrill Lynch Global Principal Investments where he was imol ed in a variety of real estate acquisitions, primarily in Central and Eastern Europe. Prior to Merrill Lynch, Mr. Ferland was a corporate attorney in New York City. Mr. Ferland received a dual degree in Common and Civil Law from McGill University, where he graduated with Great Distinction, and an MBA from Columbia University. Alessandro Fiascaris is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2004, Mr. Fiascaris has been involved in real estate activities in Europe and Asia. Mr. Fiascaris received a BA in Mathematics from Cambridge University and an MBA from Stanford. Lama Kanazeh is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2008, Ms. Kanazch has focused her efforts on raising capital for Blackstone's private real estate and investment funds. Prior to joining Blackstone, Ms. Kanazch 'worked at Credit Suisse in London where she was an Associate in the Real Estate Finance group focusing on distribution of CMBS and high yield commercial real estate debt products. Prior to that, Ms. Kanazeh was an Analyst in the Consumer Products group, where she was involved in the analysis and execution of merger transactions and equity financings. Ms. Kanazeh received a BA in Economics and Political Science from Columbia University. Lemma Kataky is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2015, Ms. Kataky has been involved with asset management and transaction activities across Europe. Before joining Blackstone, Ms. Kataky was an Associate Director in The Carlyle Group's European real estate platform, where she spent seven years focused on investment opportunities across Europe. Ms. Kataky received a First Class (Honors) degree in Economics from the University of Durham. Anil Khera is a Managing Director in the Real Estate group and is based in London. Mr. Khera oversees the financing/capital markets activities of all of Blackstone's European real estate investments. Prior to joining Blackstone in 2006, Mr. Khera worked in the acquisitions team at Credit Suisse / DU Real Estate Capital Partners, Inc. in Los Angeles. Mr. Khera received an HBA from the Richard Ivey School of Business at the University of Western Ontario and is a trustee of Holy Trinity Swiss Cottage Church in London. Andrew Lax is a Managing Director and the Head of Asset Management Europe in the Real Estate group and is based in London. Since joining Blackstone in 2002, Mr. Lax has been involved in analyzing Blackstone's real estate investments in all property types, in both the United States and Europe. Before joining Blackstone, Mr. Lax worked in TD Securities' real estate group in Toronto where he was involved in the valuation of investments across all asset classes. Mr. Lax received a BC from the University of British Columbia, where he graduated with honors. James Lock is a Managing Director in the Real Estate group and is based in London. Mr. Lock leads asset management efforts for our London office portfolio. Since joining Blackstone in 2011, Mr. Lock has been involved in a number of Blackstone's investments in the office and retail sectors. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 49 CONFIDENTIAL UBSTERRAMAR00001896 EFTA00237527 Management of Blackstone Real Estate Partners Europe V Prior to joining Blackstone, Mr. Lock was Head of Capital Markets at Balbmore Group and a Senior Director at CB Richard Ellis. Mr. Lock received honors in Real Estate Management from Oxford Brookes University. Jonathan Lurk is a Managing Director in the Real Estate group and is based in London. Mr. Lurie oversees the asset management of U.K. and European real estate equity and debt investments across all sectors, including residential, commercial office, retail and logistics. Prior to joining Blackstone in 2012, Mr. Lurie worked in a variety of real estate investment and management positions at Goldman Sachs / Whitehall Funds, Tishman Speyer and Morgan Stanley. in both New York and in London. Mr. Lurie holds an A.B. (highest honors) in economics from Princeton University and an MBA (honors) in Real Estate from the Wharton School, University of Pennsylvania Laurent Machenaud is a Principal in the Real Estate group and is based in London. He is involved with asset management and transaction activities across Europe. Before joining Blackstone in 2012, Mr. Machenaud was a Vice President at Archon, Goldman Sachs' European real estate management platform, where he spent eight years focused on equity and debt investment opportunities in Europe. Mr. Machenaud received a Master in Management from Bordeaux Business School. David McClure is a Principal in the Real Estate group and is based in London. Mr. McClure is involved in asset management activities across Europe, predominantly in the logistics and office sectors. Before joining Blackstone in 2014, Mr. McClure was an Investment Manager at Silverpeak Real Estate Partners, where he was responsible for the asset management of various French and U.K. investments. Prior to that, he worked at Deloitte, where he spent six years in Corporate Finance and Audit. Mr. McClure is a Chartered Accountant and has a degree in Law from Edinburgh University, U.K. McKie is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. McKie has been involved with the fund administration and accounting of the Blackstone Real Estate Partners' Europe funds. Before joining Blackstone, Mr. McKie was Head of Finance at Land Securities Group Plc. Prior to that, he was a Senior Manager in the Insurance and Investment Management team at PricewaterhouseCoopers. Mr. McKie received a BA (Hons) in Accounting and Financial Management from the University of Sheffield and is a member of the Institute of Chartered Accountants of England and Wales. Duco Merkens is a Principal in the Real Estate group and is based in London. Mr. Merkens is involved in analyzing real estate investments across several property types in Europe. Before joining Blackstone in 2010, Mr. Merkens was an Analyst at Goldman Sachs in the Real Estate & Leisure Investment Banking team for three years. Mr. Merkens received an MSc in Finance and an MSc in International Economics & Business from the University of Groningen in the Netherlands. Gabriel A. Petersen is a Managing Director in the Real Estate group and is based in London. Mr. Petersen is responsible primarily for asset management activities and oversees the firm's hospitality investments in Europe. He is also involved in acquisitions with a focus on the hospitality sector. Before joining Blackstone in 2007, Mr. Petersen worked for Westmont Hospitality Group as Director of Corporate Strategy and was involved in several aspects of the group's business worldwide, focusing on strategic and investment matters. Prior to Westmont, Mr. Petersen was with InterContinental Hotels where he worked in a number of corporate positions in both Europe and Asia. Mr. Petersen studied economics as an undergraduate and holds a Master Degree in Real Estate from Reading University Business School. He also studied Corporate Finance at London Business School. ER305378-MAXWELL 50 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001897 EFTA00237528 Management of Blackstone Real Estate Partners Europe V Diego San Jose is a Managing Director in the Real Estate group and is based in Madrid. Since joining Blackstone in 2005, Mr. San Jose has been involved in acquisitions across Europe, most recently focusing on acquisitions in Spain. Before joining Blackstone, Mr. San Jose worked in the leveraged finance group at BNP Paribas. Mr. San Jose received master's degrees from Universidad Autonoma de Madrid and Paris Dauphine, with an exchange program at LMU in Munich. Elmar Schoonbrood is a Principal in the Real Estate group and is based in London. Mr. Schoonbrood is involved in asset management activities across Europe and Turkey, predominantly in the retail and office sectors. Before joining Blackstone in 2014, Mr. Schoonbrood was with Sabal Financial Group M. (Oaktree Capital Management) where he was responsible for the European non-performing loan workout team. Prior to that, Mr. Schoonbrood was at Morgan Stanley and was with Credit Suisse where he worked in a variety of real estate and structured finance positions at Fitch Ratings and 1PD. Mr. Schoonbrood holds an MA in Real Estate from Kingston University and a BA in Business Administration from Fontys Hogescholen. Michael Slattery is a Managing Director in the Real Estate group and is based in London. Mr. Slattery is involved with portfolio, asset management and transaction activities across Blackstone Real Estate's European business. Before joining Blackstone in 2011, Mr. Slattery was a Director at Terra Firma Capital Partners focusing on private equity and real estate acquisitions, financings and restructurings. Prior to that, Mr. Slattery worked as an attorney at Clifford Chance based in London and Paris. Mr. Slattery holds a LLB (lions) in law from Trinity College Dublin. Michael Vrana is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2013, Mr. Vrana has been involved in analyzing real estate investment opportunities across all property types in Europe. Before joining Blackstone, Mr. Vrana was a Vice President at Goldman Sachs & Co., where he spent eight years focused on equity and debt investment opportunities in North America on behalf of Goldman Sachs' real estate private equity group. Mr. Vrana graduated from Duke University, where he was elected to Phi Beta Kappa, and received an MBA from Stanford Graduate School of Business. John Wong is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. Wong has been involved in asset and portfolio management activities across several property types in Europe. Before joining Blackstone, Mr. Wong worked at Tishman Speyer in London. Prior to that, he was with the Global Principal Investments Division at Merrill Lynch, where he was involved in a range of investment transactions. Mr. Wong received a BA in Economics from Cambridge University. In addition to the above, the team includes 35 dedicated acquisition and asset management Associates and Analysts, and is further supported by the Chief Financial Officer and Chief Compliance Officer of the Global Real Estate Group. Paul Quinlan is a Managing Director and Chief Financial Officer of the Blackstone Real Estate group and is based in New York. He is also the CFO of Blackstone Mortgage Trust. Mr. Quinlan was previously the CFO for the Blackstone Real Estate Debt Strategies group. Prior to this, he was a member of Blackstone Finance, where he served as Head of Financial Planning & Business Development. Mr. Quinlan also served as the CFO for Blackstone Advisory Partners M . Prior to joining Blackstone in 2010, Mr. Quinlan worked at Bank of America Merrill Lynch, focusing on strategic corporate and private equity investments. Mr. Quinlan received a BS in Finance from Georgetown University, where he graduated cum laude, and an MBA with Distinction from the Stern School of Business at New York University. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 51 CONFIDENTIAL UBSTERRAMAR00001898 EFTA00237529 Management of Blackstone Real Estate Partners Europe V Judy Turchin is a Managing Director, General Counsel and Chief Compliance Officer of the Real Estate group and is based in New York. Since joining Blackstone in 2010, Ms. Turchin has been responsible for the oversight and coordination of the legal affairs and compliance responsibilities relating to Blackstone's global real estate business. Prior to joining Blackstone, Ms. Turchin was a Senior Vice President and Legal Officer at Lehman Brothers Real Estate Private Equity. Prior to that, she was with the law firm of Wachtel' Lipton Rosen & Katz in the real estate department. Ms. Turchin received a BA with Honors from Rutgers College, a Certificate in Government Studies from the Eagleton Institute of Politics and a JD from Fordham Law School. ER305378-MAXWELL 52 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001899 EFTA00237530 Overview ofBlackstone IV. Overview of Blackstone The Blackstone Group is one of the world's leading investment firms. Blackstone is based in New York, with offices in Beijing, Dubai, Dublin, Dusseldorf; Hong Kong, Houston, London, Los Angeles, Mexico City, Mumbai, Paris, Sao Paulo, Seoul, Shanghai, Singapore, Sydney, Tokyo and Toronto. Blackstone's alternative asset management businesses include investment vehicles focused on private equity, real estate, hedge fund solutions, non-investment grade credit, secondary funds and multi asset class exposures falling outside of other funds' mandates. The firm was founded in 1985 by Stephen A. Schwarzman, its current Chairman and CEO, and Peter G. Peterson (who retired from the firm in 2008). Hamilton E. "Tony" James serves as Blackstonc's President and Chief Operating Officer and J. Tomilson Hill serves as Vice Chairman. As of September 30, 2015, Blackstone had 106 Senior Managing Directors (including the above named individuals) and employed approximately 2,037 other investment professionals. The Blackstone Group M. is a publicly traded limited partnership that has common units which trade on the New York Stock Exchange under the symbol "BX." Information about the firm, including certain ownership, governance and financial information, is disclosed in the firm's periodic filings with the SEC, which can be obtained from the firm's website at or the SEC's website at www.sec.gov. Blackstone has a distinguished record as both investor and advisor. Throng)) its different investment businesses, as of September 30, 2015, Blackstone had total assets under management of approximately $333.9 billion. This is comprised of $93.2 billion in real estate funds, $91.5 billion in private equity funds, $68.4 billion in hedge fund solutions, and $80.8 billion in credit businesses. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001900 EFTA00237531 phis page Intentionally left blank] ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001901 EFTA00237532 Risk Factors and Potential Conflicts of Interest V. Risk Factors and Potential Conflicts of Interest Risk Factors The following considerations should be carefully evaluated before making an investment in the Partnership. As a result of these considerations, as well as other risks inherent in any investment, there can be no assurance that the Partnership's investment objectives will be achieved or that an investor will receive a return of the amount tt invested. Prospective investors should be aware that an investment in the Partnership involves a high degree of risk. An investor should only invest in the Partnership as a part of an overall investment strategy, and only tf the investor is able to withstand a total loss of its investment. No Assurance of Investment Return. The General Partner, the Investment Advisor and/or any of their affiliates cannot provide assurance that they will be able to choose, make, and realize investments in any particular Investment. There can be no assurance that the Partnership will be able to generate returns for its Partners or that the returns will be commensurate with the risks of investing in the types of properties or companies and transactions described herein. Them can be no assurance that any Partner will receive any distribution from the Partnership. All Investments involve the risk of loss of capital. Accordingly, an investment in the Partnership should only be considered by persons who can afford a loss of their entire investment. Past performance of investment entities associated with Blackstone and/or entities associated with the Partnership's investment professionals is not necessarily indicative of future results or performance and provides no assurance of future results. Real Estate Risks Generally. The Partnership's Investments will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Deterioration of real estate fundamentals generally, and in Europe in particular, may negatively impact the performance of the Partnership. These risks include, but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy. operating income and room rates for hotel properties. the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages. various uninsured or uninsurable risks. natural disasters, political events, changes in government regulations (such as rent control), changes in real property tax rates and operating expenses, changes in interest rates, and the availability of mortgage funds, which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy or political climate that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of God, terrorist attacks, war and other factors that are beyond the control of Blackstone, the General Partner, or the Investment Advisor. In addition, in acquiring a property or stock in a public company, the Partnership may agree to lock-out provisions that materially restrict it from selling that property or stock for a period of time or that impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. There can be no assurance that there will be a ready market for the resale of Investments because Investments will generally not be liquid. Illiquidity may result from the absence of an established market for the Investments, as well as legal or contractual restrictions on their resale by the Partnership. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 3 5 CONFIDENTIAL UBSTERRAMAR00001902 EFTA00237533 Risk Factors and Potential Conflicts of Interest Investments in Land/New Development; Risk of Fraud The Partnership may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing; provided, that not more than 15% of the aggregate amount of Capital Commitments may be invested at any time in non-income producing land (excluding entitled land for single and/or multi-family homes). To the extent that the Partnership invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals. the cost and timely completion of construction (including risks beyond the control of the Partnership, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Partnership and on the amount of funds available for distribution to the Partners. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Partnership invests, the Partnership may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Partnership's other Investments. Risks of Acquiring Real Estate Property. In addition, the Partnership's Investments will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant's lease there may be a period of time before the Partnership will begin receiving rental payments under a replacement lease. During that period, the Partnership will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses. In addition, declining economic conditions may impair the Partnership's ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require the Partnership to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that the Partnership undertakes may divert cash that would otherwise be available for distribution to Limited Partners. Ultimately, to the extent that the Partnership is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will result, which could adversely impact the Partnership's operating results. The Partnership may be required to expend funds to correct defects or to make improvements before an Investment in a property can be sold. No assurance can be given that the Partnership will have funds available to correct those defects or to make those improvements. In acquiring a property, the Partnership may agree to lock-out provisions that materially restrict it from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede the Partnership's ability to respond to adverse changes in the performance of its properties could significantly affect the Partnership's financial condition and operating results. In some instances, the principal asset of the lessee of a Partnership property may be only the tenant's improvements thereon, or the liability of the lessee may be limited to its interest in such improvements. In those cases, the Partnership will be required to rely on the lessee's equity interest in the improvements for its security. In the event of a default by a lessee or other premature termination of a lease, the ER305378-MAXWELL 56 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001903 EFTA00237534 Risk Factors and Potential Conflicts of Interest Partnership may experience delays in enforcing its rights as lessor, may incur substantial costs in protecting its investment and may experience an impairment of value. In addition, adverse changes in the operation of any property, or the financial condition of any tenant, could have an adverse effect on the Partnership's ability to collect rent payments and, accordingly, on its ability to make distributions to Limited Partners. A tenant may experience, from time to time, a downturn in its business which may weaken its financial condition and result in its failure to make rental payments when due. At any time, a tenant may seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection and termination of such tenant's lease or other adverse consequences and thereby cause a reduction in the distributable cash flow of the Partnership. No assurance can be given that tenants will not file for bankruptcy protection in the future or, if they do, that their leases will continue in effect. Residential Real Estate Investments. The Partnership may invest from time to time in residential development projects and financing opportunities relating to certain residential real estate assets or portfolios thereof. In such circumstances, the performance of such investments may become increasingly susceptible to adverse changes in prevailing economic and employment conditions in Europe. Blackstone's ability to invest in residential real estate-related opportunities (including providing financing for potential owners and operators of residential real estate assets or portfolios thereof) may depend upon its ability to strategically partner with established and sophisticated operating partners and third parties. Any downturn in the European or global economies may adversely affect the fmancial condition of residential owners and tenants, making it more difficult for them to meet their periodic repayment obligations relating to certain residential real estate properties, which could adversely impact the Partnerships' investment performance. In addition, there can be no assurance that the Partnership will be able to effectively partner with suitable operating partners and third parties in connection with its residential real estate-related investment activities, which may impact the Partnership's ability to effectively identify and consummate such investments. The Partnership may make investments directly or indirectly in residential mortgage loans (including loans that may be in default). If a residential mortgage loan is in default, foreclosure of such residential mortgage loan may be a lengthy and difficult process and may involve significant expenses. The ultimate disposition of a foreclosed property may yield a price insufficient to cover the cost of the foreclosure process and the balance attached to the defaulted mortgage loan. In addition, politicians, regulators, journalists, housing advocates and others have been critical of private investment firms such as Blackstone that have made investments in residential mortgage loans. Such scrutiny has included adverse media reports, protests and social media campaigns critical of Blackstone and other private investment firms, and may decrease the value and liquidity of the Partnership's investments, inhibit the Partnership's ability to make future investments, cause the Partnership to forego investment opportunities relating to residential mortgage loans and/or subject the Partnership to new legislation, litigation, changes in regulatory oversight and/or other consequences that could have a substantial negative effect on the anticipated return of the Partnership. For example, housing advocates in certain Spanish cities have sought to prohibit foreclosure practices through local ordinances. Although Blackstone has sought to ameliorate such scrutiny, including by providing more transparency to homeowners, there remains a material risk that continued social and political pressures may result in the adoption of burdensome laws or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the residential mortgage sector, or other changes that could adversely affect the Partnership and its investments. Ground Lease Investments. The Partnership may invest from time to time in real estate properties that are subject to ground leases. As a lessee under a ground lease, the Partnership may be exposed to the possibility of losing the property upon termination, or an earlier breach by the Partnership, of the ground lease, which may adversely impact the Partnership's investment performance. Furthermore, ground leases generally provide for certain provisions that limit the ability to sell certain properties subject to the lease. In order to assign or transfer rights and obligations under certain ground leases, the Partnership will ER305378-MAXWELL Blackstone Real Estate Partners Europe V 57 CONFIDENTIAL UBSTERRAMAR00001904 EFTA00237535 Risk Factors and Potential Conflicts ofInterest generally need to obtain consent of the landlord of such property. which, in turn, could adversely impact the price realized from any such sale. Highly Competitive Market for Investment Opportunities; Operators and Other Partners. The activity of identifying, completing and realizing attractive real estate investments that fall within the Partnership's investment objective is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions. In particular, in light of changes in such conditions, including changes in long-term interest rates, certain types of investments may not be available to the Partnership on terms that are as attractive as the terms on which opportunities were available to the BREP Funds and any of their respective predecessor fluids. The Partnership will be competing for Investments with other real estate investment vehicles, as well as individuals, publicly traded real estate investment trusts ("REITs"), financial institutions (such as investment and mortgage banks, pension funds and real estate operating companies), hedge funds, sovereign wealth funds and other institutional investors. Further, over the past several years. many real estate investment funds and publicly traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate assets, including distressed real estate assets, and which may invest in Europe. Additional real estate funds, vehicles and REITs with similar investment objectives may be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). Consequently, it is expected that competition for appropriate investment opportunities will increase, thus reducing the number of investment opportunities available to the Partnership and adversely affecting the terms upon which Investments can be made. Purchasers of the Interests will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the Investments to be made by the Partnership and, accordingly, will be dependent upon the judgment and ability of the General Partner and the Investment Advisor in sourcing transactions and investing and managing the capital of the Partnership. Furthermore, there can be no assurance that the Partnership will be able to locate, complete and exit Investments which satisfy the Partnership's rate of return objectives, or realize upon their values, or that the Partnership will be able to invest fully its committed capital. In addition, Blackstone's investment strategies in certain investments depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that Blackstone's current relationship with any such partner or operator will continue (whether on currently applicable terms or otherwise) with respect to the Partnership or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Partnership. Prior Performance of Blackstone Real Estate Investments. The investment objectives of the Partnership are different from the investment objectives of BREP VIII and its predecessor funds in that only a portion of those vehicles' investments were in European investments. In addition, the European markets in which the Partnership will primarily invest may differ significantly from the markets in which BREP Europe IV and its predecessor funds made their investments. Therefore, the investment performance of such funds (and, in particular, BREP VIII and its predecessor finds as it relates to non-European investments) is not necessarily relevant to an investment decision with respect to the Partnership. Investment in Troubled Assets. The Partnership may make substantial Investments in nonperforming, underperforming, other troubled assets or undercapitalized real estate companies which involve a degree of financial risk and are experiencing or are expected to experience severe financial difficulties that may never be overcome and, as a result, may lead to a loss of some or all of the Partnership's Investment. The investments may have been originated by financial institutions that are insolvent, in serious financial difficulty, or no longer in existence; and, as a result, the standards by which such investments were originated, the recourse to the selling institution, or the standards by which such investments are being serviced or operated may be adversely affected. For example, under U.S. law, in certain circumstances, lenders that have inappropriately exercised control of the management and policies of a debtor may have ER305378-MAXWELL 58 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001905 EFTA00237536 Risk Factors and Potential Conflicts of Interest their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances under U.S. law, payments to the Partnership and distributions by the Partnership to the Limited Partners may be required to be returned if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Non-U.S. (including European) jurisdictions may present analogous or different credit issues. Bankruptcy laws may delay the ability of the Partnership to realize on collateral for loan positions held by it or may adversely affect the priority of such loans through doctrines such as equitable subordination. In addition, portfolio companies located in European jurisdictions may be involved in restructurings, insolvency proceedings and/or reorganizations that arc not subject to laws and regulations that arc similar to the U.S. Bankruptcy Code and the rights of creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide the Partnership with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, the Partnership's Investments in any such portfolio company may be adversely affected. Bankruptcy laws may, in certain jurisdictions, result in a restructuring of the debt without the Partnership's consent under the "cramdown" provisions of applicable bankruptcy laws and may also result in a discharge of all or part of the debt without payment to the Partnership. Investments in Open Market Purchases; Publicly Traded Securities. Although not anticipated to be a meaningful component of its investment strategy. the Partnership has the ability to invest in securities that are publicly traded and are, therefore, subject to the risks inherent in investing in public securities. In particular. the Partnership may not invest more than 25% of the aggregate amount of Capital Commitments at any time by means of open market purchases of publicly traded securities of real estate operating companies or other real estate-related companies; provided, that the foregoing limitation will not apply to open market purchases of securities made in connection with proposed transactions in relation to which it is the intent of the General Partner to seek to take the relevant business private by terminating the public listing or trading of such securities within one year of the purchase thereof. When investing in public securities, the Partnership may be unable to obtain fmancial covenants or other contractual rights, including management rights that it might otherwise be able to obtain in making privately negotiated investments. Moreover, the Partnership may not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, the Partnership may be limited in its ability to make investments, and to sell existing investments, in public securities because Blackstone may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies. The inability to sell public securities in these circumstances could materially adversely affect the investment results of the Partnership. In addition, an Investment may be sold by the Partnership to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods. No Market for Limited Partnership Interests; Restrictions on Transfers. Interests in the Partnership have not been registered under U.S. Securities Act of 1933, as amended from time to time (the "1933 Act"), the securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be sold unless they are subsequently registered under the 1933 Act and other applicable securities laws, or an exemption from registration is available. It is not contemplated that registration under the 1933 Act or other securities laws will ever be effected. There is no public market for the Interests in the Partnership and one is not expected to develop. Each Limited Partner will be required to represent that it is a qualified investor under applicable securities laws and that it is acquiring its Interest for investment purposes and not with a view to resale or distribution and that it will only sell and transfer its Interest to a qualified investor under applicable securities laws or in a manner permitted by the Partnership Agreement and consistent with such laws. A Limited Partners will not be permitted to assign, sell, exchange or transfer any of its interest, rights or obligations with respect to its Interest, except by operation of law, ER305378-MAXWELL Blackstone Real Estate Partners Europe V 59 CONFIDENTIAL UBSTERRAMAR00001906 EFTA00237537 Risk Factors and Potential Conflicts of Interest without the prior written consent of the General Partner, which consent may not be unreasonably withheld. In addition, the Partners, including the General Partner, will have a right of first offer with respect to transfers to non-affiliates of a Limited Partner. Except in extremely limited circumstances, voluntary withdrawals from the Partnership will not be permitted and will only ever be permitted with the consent of the General Partner. Limited Partners must be prepared to bear the risks of owning Interests for an extended period of time. Illiquid and Long-Term Investments. Investment in the Partnership requires a long-term commitment with no certainty of return. Most of the Investments will be highly illiquid, and them can be no assurance that the Partnership will be able to realize on any Investments in a timely manner. Although Investments by the Partnership may generate some current income, the return of capital and the realization of gains, if any, from an Investment will generally occur only upon the partial or complete disposition or refinancing of such Investment. While an Investment may be sold at any time, it is not generally expected that this will occur for a number of years after the Investment is made. Moreover, an Investment that initially consists of an interest in property may be exchanged, contributed or otherwise converted into private or publicly-traded stock of a corporation, interests in a limited liability company or other interests or property (and vice-versa), and any such exchange, contribution or conversion will likely not constitute a disposition under the Partnership Agreement of the type that results in investors receiving distributions, whether in-kind or otherwise. In addition, the Partnership will generally not be able to sell its securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. In addition, in some casts the Partnership may be prohibited by contract or legal or regulator• masons from selling certain securities for a period of time. The Partnership's Investments in commercial real estate properties am relatively illiquid in that there may not be ready buyers available and willing to pay fair value at the time the Partnership desires to sell. Over the longer term, if the Partnership were required to liquidate parts of its property portfolio for any reason, including in response to changes in economic or real estate market conditions, or as a result of the need to raise funds to support the Partnership's operations or to repay outstanding indebtedness, the Partnership may not be able to sell any portion of its portfolio on favorable terms or at all. Risk of Limited Number of Investments; Lack of Diversification. The Partnership is subject to restrictions on the size of Investments such that not more than 20% of the aggregate amount of Capital Commitments may be invested in any one Investment at any time (as more fully set forth in Section II: "Summary Terms of the Partnership—Investment Limitations") except that up to 37.5% thereof may be invested only in one Investment at any given time under circumstances where the General Partner believes in good faith that the amount invested in such Investment can be reduced to no more than 20% thereof within 180 days from the date of the initial investment therein; provided, that the foregoing limitations will not apply to an Investment comprising assets located in five or more different geographic submarkets so long as the Capital Commitments invested in any individual asset does not exceed 10% of the aggregate amount of Capital Commitments. As such, the Partnership may participate in a limited number of Investments and, as a consequence, the aggregate return of the Partnership may be substantially affected by the unfavorable performance of even a single Investment. For Investments where the General Partner intends to refinance all or a portion of the capital invested (directly or by selling assets), there is a risk that such refinancing may not be completed, which could result in the Partnership holding a larger percentage of Capital Commitments in a single Investment and asset type than desired and could result in lower overall returns. As described in "Investments in Land/New Development; Risk of Fraud" above, the Partnership is also subject to restrictions such that not more than 15% of the aggregate amount of Capital Commitments may be invested at any time in non-income producing land (excluding entitled land for single and/or multi-family homes). In addition, not more than 30% of the aggregate Capital Commitments may be invested by the Partnership at any time in Investments in (A) real estate assets (or pools thereof) located primarily in any one country in Europe ER305378-MAXWELL 60 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001907 EFTA00237538 Risk Factors and Potential Conflicts of Interest (excluding for this purpose, France, the United Kingdom and Germany) or (B) real estate companies that have a majority of their assets or derive a majority of their most recently completed fiscal year's revenues from sources in any one country in Europe (excluding for this purpose. France. the United Kingdom and Germany). Other than such restrictions, investors have no assurance as to the degree of diversification in the Partnership's Investments, either by geographic region or asset type. In addition, the Advisory Committee may waive any of the investment limitations with respect to any specific Investment. Future Investments Unspecified As of the date of this Memorandum, none of the Partnership's Investments have been identified. Limited Partners will therefore be relying on the ability of the General Partner and the Investment Advisor to select the Investments to be made. Non-Controlling Investments; Investments with Third Ponies The Partnership may hold a non- controlling interest in certain Investments and, therefore, may have a limited ability to protect its position in such Investments, although as a condition of investing in an Investment, the General Partner expects that appropriate rights generally will be sought to protect the Partnership's interests. In such cases, the Partnership will typically be significantly reliant on the existing management, board of directors and other shareholders of such companies, who may not be affiliated with the Partnership and whose interests may conflict with the interests of the Partnership. The Partnership may also co-invest with third parties through partnerships, joint ventures or other similar arrangements. Such Investments may involve risks in connection with such third-party involvement, including the possibility that a third-party partner or co- venturer may have financial difficulties, resulting in a negative impact on such Investment, may have economic or business interests or goals which arc inconsistent with those of the Partnership, or may be in a position to take (or block) action in a manner contrary to the Partnership's investment objectives, or the increased possibility of default by, diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn. In addition, the Partnership may in certain circumstances be liable for the actions of its third party partners or co-venturers. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such Investments, including incentive compensation arrangements. Market Conditions. The Partnership's strategy in some Investments may be based, in part, upon the premise that real estate businesses and assets will be available for purchase by the Partnership at prices that the General Partner and the Investment Advisor consider favorable. Further, the Partnership's strategy relies, in part, upon local market recoveries continuing during the term of the Partnership. No assurance can be given that real estate businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will remain stable, recover or continue to improve, as the case may be, since this will depend, in part, upon events and factors outside the control of the General Partner and the Investment Advisor. In addition, there can be no assurance that current market conditions may not deteriorate during the life of the Partnership, which could have a materially adverse effect on the assets of the Partnership. Actual or perceived trends in real estate markets do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends. Volatility of Credit Markets May Affect Ability to Finance and Consummate Investments. The volatility of the global credit markets (and in particular, the recent deterioration, disruption and extraordinary volatility of the credit markets in Europe) has made it more difficult for financial sponsors like Blackstone to obtain favorable financing for investments. A widening of credit spreads, coupled with the extreme volatility of the global debt markets (in particular, in Europe) and a rise in interest rates, has dramatically reduced investor demand for high yield debt and senior bank debt, which in turn has led some investment banks and other lenders to be unwilling to finance new private equity investments or to only offer committed financing for these investments on unattractive terms. The Partnership's ability to generate attractive investment returns for its Limited Partners will be adversely affected to the extent the Partnership is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the FR305378-MAXWELL Blackstone Real Estate Partners Europe V 61 CONFIDENTIAL UBSTERRAMAR00001908 EFTA00237539 Risk Factors and Potential Conflicts ofInterest availability of credit to businesses generally and could lead to an overall weakening of European, as well as U.S. and global economies. Such an economic downturn could adversely affect the financial resources of corporate borrowers in which the Partnership has invested and result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Partnership may suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Partnership's returns. Such marketplace events also may restrict the ability of the Partnership to sell or liquidate investments at favorable times or for favorable prices. Leverage. The Partnership intends to utilize significant leverage to finance the Partnership's Investments in a manner the General Partner believes is prudent. (Sec Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") The use of leverage involves a high degree of financial risk and will increase the exposure of the Investments to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the Investments. The General Partner may also obtain leverage at the fund level on a deal by deal basis. (See Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") Although borrowings by the Partnership have the potential to enhance overall returns that exceed the Partnership's cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall mums are less than the Partnership's cost of funds. In addition, borrowings, by the Partnership may be secured by the Limited Partners' Capital Commitments as well as by the Partnership's assets; provided, that the aggregate amount of any such borrowings or guaranties by the Partnership of cash borrowings by an entity in which an Investment is held will not in the aggregate exceed 25% of capital commitments at any time, excluding any amounts expected to be repaid within six months. In connection with one or more credit facilities entered into by the Partnership, distributions to the Limited Partners may be subordinated to payments required in connection with any indebtedness contemplated thereby. If the Partnership defaults on secured indebtedness, the lender may foreclose and the Partnership could lose its entire Investment in the security for such loan and/or the lender may issue a drawdown notice for the purpose of repaying the secured indebtedness. A credit facility at the fund level may place restrictions on payments to equity holders, including prohibitions on payments in the event of any default (or continuance thereof) under the credit facility. (See also "—Other Blackstone Funds; Allocation of Investment Opportunities" below.) The Partnership expects to incur indebtedness and/or guarantees to fund Investments using proceeds derived through fund-level borrowings (e.g., a secured subscription credit facility) on a long-term basis and/or in advance of calling capital from Limited Partners, which may be on a several, joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio wide basis) with the BREP Co-Investors and/or Other Blackstone Funds. While such arrangements may be joint and several with respect to the Partnership, such arrangements may not necessarily impose reciprocal joint and several obligations on such other vehicles. The costs and expenses of any such borrowings will generally be allocated among the Partnership and such other vehicles or funds pro rata (and to the Limited Partners pro rata), which will increase the expenses borne by Limited Partners and would be expected to diminish net investment returns. Furthermore, as a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, the Partnership may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, the Partnership could also lose its interests in performing Investments in the event such performing Investments are cross-collateralized with poorly performing or non-performing Investments. After the eighteen month anniversary of the Initial Closing Date, the Partnership will not be permitted to acquire an Investment on any date if, after giving effect to such Investment, the Aggregate Investment Leverage Ratio on such date exceeds 85%, unless the M. Advisory Committee consents or if at the time such Investment is made the General Partner reasonably expects the Aggregate Investment Leverage Ratio to be reduced to 85% or below within one hundred twenty (120) days thereafter. Moreover, in connection with the incurrence of any borrowings and/or guarantees of loans by the Partnership or its ER305378-MAXWELL 62 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001909 EFTA00237540 Risk Factors and Potential Conflicts of Interest portfolio companies, the Partnership will not be permitted to pledge or grant security interests in its interests in more than one Investment (or the underlying assets of such Investments) on a combined basis unless (i) the General Partner determines in good faith that the Investments in question are of the same character or asset class (e.g., hotel, office, industrial, retail) and (ii) aggregate Capital Contributions to the Investments in question so combined do not exceed 25% of the aggregate Capital Commitments and Parallel Fund Capital Commitments. (See Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") As such, the Partnership may be restricted in participating in certain Investments and, as a consequence, the aggregate return of the Partnership may be substantially affected. Tax-exempt investors should note that the use of leverage by the Partnership may create "unrelated business taxable income" and should refer to the discussion of "Certain Tax Considerations—Certain U.S. Tax Considerations—Tax-Exempt U.S. Investors" in Section VI: "Regulatory, Tax, and ERISA Considerations," including the discussion therein relating to the Feeder Fund that the General Partner expects to form for these purposes. Bridge Financings. From time to time, the Partnership may lend to one of its properties or companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Partnership's control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such events, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Partnership. In addition, Blackstone may extend such loans to the Partnership or a portfolio vehicle or entity or operating platform and its respective assets (each, a "Portfolio Vehicle') on a short-term basis on terms which are as favorable to the Partnership as the terms that could have been obtained at the time of such lending from a third-party lender and which will be disclosed to the M. Advisory Committee. Reliance on the General Partner and Investment Advisor. The General Partner and the Investment Advisor will have exclusive responsibility for the Partnership's activities, and, other than as set forth herein and in the Partnership Agreement, Limited Partners will not be able to make investment or any other decisions concerning management of the Partnership. In this regard, investors should note that as of the date of this Memorandum none of the Partnership's Investments have been identified. Accordingly, Limited Partners will be relying on the ability of the General Partner and the Investment Advisor to select the Investments to be made using the capital available to the Partnership. In addition, in connection with its activities on behalf of the Partnership, it is expected that the Investment Advisor will appoint The Blackstone Group International Partners LLP ("BGIP") as a sub-investment adviser to advise the Investment Advisor with respect to the Partnership's investment program, general advice and information relating to property markets and to assist in arranging transactions by or on behalf of the Partnership. Therefore, in managing the Partnership's activities the Investment Advisor will be relying on BGIP's advice and judgments. No person should purchase an Interest unless such person is willing to entrust all aspects of the management of the Partnership to the General Partner and the Investment Advisor (including for such purposes, BGIP). Recycling; Reinvestment. During the Investment Period, under certain circumstances and subject to certain conditions, proceeds distributable (or previously distributed) to the Partners that constitute a return of Capital Contributions may be retained and reinvested (or recalled for reinvestment) by the General Partner or used (or recalled for use) by the General Partner for any other proper purpose. Accordingly, a Partner may be required to fund for Investments an aggregate amount in excess of its Capital Commitment during the term of the Partnership, and to the extent such recalled or retained amounts are reinvested in Investments, a Limited Partner will remain subject to investment and other risks associated with such Investments. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 63 CONFIDENTIAL UBSTERRAMAR00001910 EFTA00237541 Risk Factors and Potential Conflicts of Interest Failure to Make Payments If a Limited Partner fails to pay when due installments of its Capital Commitment to the Partnership or its portion of Management Fees, Organizational Expenses or any amount otherwise due under the Partnership Agreement. and the Capital Contributions made by non- defaulting Limited Partners and borrowings by the Partnership are inadequate to cover the defaulted Capital Contribution, the Partnership may be unable to pay its obligations when due. As a result, the Partnership may be subjected to significant penalties that could materially adversely affect the returns to the Limited Partners (including non-defaulting Limited Partners). If a Limited Partner defaults, it may be subject to various remedies as provided in the Partnership Agreement, including, without limitation, reductions in its capital account balance/percentage interest, a forced sale of its Interest at a discount and preclusion from participation in any further investments made in the Partnership. A default by a Limited Partner may also limit the Partnership's availability to incur borrowings and avail itself of what would otherwise have been available credit. The General Partner may, subject to certain limitations, require an additional funding of Capital Contributions from the non-defaulting Limited Partners to fund the shortfall caused by the defaulting Limited Partner(s). (See Section II: "Summary, Terms of the Partnership— Defaults.") Dilution from Subsequent Closings Limited Partners that are admitted or increase their Capital Commitment at subsequent closings on or prior to the Last Equalization Date will generally participate in existing Investments of the Partnership. diluting the interest of existing Limited Partners therein. Although such Limited Partners will contribute their respective pro rata share of previously made Capital Contributions (plus an additional amount thereon), there can be no assurance that this payment will reflect the fair value of the Partnership's existing Investments at the time such additional Limited Partners subscribe for Interests. Role of Real Estate Professionals. The success of the Partnership will depend in part upon the skill and management expertise of Blackstone's real estate professionals. The interests of these professionals in the General Partner and the Investment Advisor should tend to discourage them from withdrawing from participation in the Partnership's investment activities. However, them is ever increasing competition among alternative asset firms, financial institutions, private equity firms, investment advisors, investment managers, real estate investment companies, real estate investment trusts and other industry participants for hiring and retaining qualified investment professionals and there can be no assurance that such professionals will continue to be associated with the General Partner, the Investment Advisor or their affiliates throughout the life of the Partnership or that replacements will perform well. In addition, all decisions directly related to specific Investments must be approved by the Investment Committee. If Blackstone's real estate professionals cannot agree on any aspects of decisions with respect to the Partnership and its actual or potential Investments, the investment results of the Partnership may be adversely impacted. Certain of the senior and other professionals involved in the BREP Funds and their predecessors will not be part of the Blackstone team working on BREP Europe V. In addition, members of the investment team will work on other projects for Blackstone and its affiliates. Conflicts of interest may arise in allocating management time, services or functions, and the ability of the General Partner, the Investment Advisor and the members of the investment team to access other professionals and resources within Blackstone for the benefit of the Partnership as described in this Memorandum may be limited. Such access may also be limited by the internal compliance policies of Blackstone or other legal or business considerations, including those constraints generally discussed herein. Investments in Certain Jurisdictions. The Partnership will make Investments in Europe. Investments in jurisdictions outside of Europe may be made only if the non-European component of such Investment comprises a minority of the overall Investment in Europe and may involve certain risks not typically associated with investing in real estate businesses and assets in Europe, including risks relating to (i) currency exchange matters for investments, including fluctuations in exchange rates, and costs associated with conversion of investment principal and income from one currency into another (See "—Currency ER305378-MAXWELL 64 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001911 EFTA00237542 Risk Factors and Potential Conflicts ofinterest and Exchange Rate Risks" below); (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between each of the European real estate markets, on the one hand, and those of other jurisdictions, on the other hand, including potential price volatility in and relative illiquidity of some European securities markets; (iv) certain economic, political and social risks, including potential exchange-control regulations, potential restrictions on foreign investment and repatriation of amounts invested, the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory changc, and the possibility of expropriation or confiscatory taxation or the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, and adverse economic and political developments; (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (vi) less developed corporate laws regarding stakeholder rights, creditors' rights (including the rights of secured parties), fiduciary duties and the protection of investors; (vii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (viii) political hostility to investments by foreign or private equity investors; and (ix) less publicly available information. While the General Partner intends, where deemed appropriate, to manage the Partnership in a manner that will minimize exposure to the foregoing risks (although the General Partner does not in the ordinary course expect to hedge long-term currency risks), there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of the Partnership that are held in certain countries. Prospective investors should also note the considerations discussed in Section VI: -Regulatory, Tax, and ERISA Considerations—Certain U.S. Tax Considerations—Tax Treatment of U.S. Limited Partners." While Investments in (A) real estate assets (or pools thereof) located primarily in any one country in Europe (excluding for this purpose, France, the United Kingdom and Germany) or (B) real estate companies that have a majority of their assets or derive a majority of their most recently completed fiscal years revenues from sources in any one country in Europe (excluding for this purpose, France, the United Kingdom and Germany) will be subject to a cap of 30% of aggregate Capital Commitments at any time, subject to such limitation the Partnership may invest in certain markets, which may include the following heightened risks (in addition to the other risks set forth herein with respect to the Partnership's investments generally). Political/Sovereign Risks in Certain Markets in Europe. The economies of certain individual markets in Europe, in particular, Eastern Europe and Turkey, may differ favorably or unfavorably from those of more economically developed markets in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Govemments of certain markets in Europe, in particular, Eastcm Europe and Turkey, have exercised and continue to exercise substantial influence over many aspects of the private sector. In some cases, the government owns and/or controls many companies, including some of the largest in the country. Accordingly, government actions could have a significant effect on economic and market conditions in certain European markets, in particular, Eastern Europe and Turkey. Government approvals may be required in connection with private transactions and such approvals may take a far longer period of time to obtain than in fully-developed markets. Moreover, certain markets in Europe, in particular, Eastern Europe and Turkey, generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. With respect to certain markets in Europe, in particular, Eastern Europe and Turkey, there is the possibility of nationalization, expropriation or confiscatory taxation, possible seizure or nationalization of foreign deposits and possible adoption of governmental restrictions which might adversely affect ER305378-MAXWELL Blackstone Real Estate Partners Europe V 65 CONFIDENTIAL UBSTERRAMAR00001912 EFTA00237543 Risk Factors and Potential Conflicts of Interest the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise, political changes, government regulation, economic or social instability, diplomatic developments (including war) or terrorism which could affect adversely the economies of such countries or the value of the Partnership's investments in those countries. The quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. In addition, the inter-relatedness of certain economics in Europe. in particular, Eastern Europe and Turkey, has deepened over the years, with the effect that economic difficulties in one country often spread throughout an applicable region. Furthermore, some of the securities may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. No assurance can be given that the Partnership's Investments will not be adversely affected by effects in countries outside of where such Investments are located. Investment and Repatriation Restrictions. Prior government approval for foreign investments may be required under certain circumstances in certain markets in Europe, including Eastern Europe and Turkey, and the process of obtaining these approvals may require a significant expenditure of time and resources. Furthermore, investments in companies in certain markets in Europe may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in filly-developed countries. In addition, in certain countries, in particular, Eastern Europe and Turkey, such laws and regulations have been subject to frequent and unforeseen change, potentially exposing the Partnership to restrictions, taxes and other obligations that were not anticipated at the time an investment was initially made. Legal Framework and Corporate Governance in Certain Markets in Europe. Certain markets in Europe do not have well-developed legal frameworks. In particular, certain markets in Europe do not have well-developed shareholder rights, which could adversely affect the Partnership's minority investments. In these markets, there is often less government supervision and regulation of business and industry practices. stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Certain European countries, in particular, Eastern Europe and Turkey, do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in financial instruments may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Partnership may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in the courts of certain European countries. Certain mar