EFTA Document EFTA01273285

SUBS UBS Financial Services Inc. Account Nurnoer Cicnt Fund Investment Application Cover Sheet ALPHAKEYS MILLENNIUM FUND LLC Fund Name Ghblaine Maxwell Account title Ghklalne Maxwell Client Name ACU6 Form ML2,31837 Control Number 102725 Appkation Id ECS-0155002191 III FCS-0155002191 For Internal UseOnly CI 2007 UBS Financial Services Inc. AN Rights Reserved. Member SPC CONFIDENTIAL SDNY_GM_00020458 EFTA_00131078 EFTA01273285 UBS AlphaKeys Millennium Fund, L.L.C. Investor Application Form Investor(s) Please: • Complete the Investor Application Form via UBS Online Services ('OLS") Q8 return this entire Subscription Booklet to your Financial Advisor. • Only fully completed Subscription Booklets (no faxes, no copies) will be accepted. • DO NOT TEAR OUT PAGES. • Retain a copy for your files. • Read the Fund's Memorandum and the Subscription Agreement. • Please refer to the enclosed Tax Forms and speak to your UBS Financial Advisor. You may not be required to complete these forms if your UBS account has already been designated FATCA- compliant. Be sure to complete all sections of the Investor Application Form Financial Advisors/Branch Managers • Effective July 1, 2014, FATCA compliant tax forms are required for clients to execute new investments in all Alternative Investments. Please refer to the enclosed Tax Forms and related submission instructions. • Please refer to the Fund Investment Application (' FIA") QuickCard for application submission instructions, or call UBS Altemative Investments US at 888-962-3842, option 1, sub option 4. • All Investor Applications must be submitted on FIA to UBS Alternative Investments US no later than 4 full business days prior to month's end. ML281817-MAXWELL CONFIDENTIAL Private and Confidential SDNY_GM_00020459 EFTA_00131079 EFTA01273286 Instructions for Completing Investor Application Prospective investors in the AlphaKeys Millennium Fund, L.LC. (the 'Fund") should read the Memorandum as well as this Subscription Booklet prior to subscribing. Please complete all sections of the Investor Application Form. If you invest via O1.5 please follow the instructions on the OLS system and/or the enclosed informational card. If you invest via this Subscription Booklet please promptly retum the entire Subscription Booklet to your Financial Advisor. Do not tear out any pages. Retain a copy for your files. Please refer to Schedule 2 for the meanings of the capitalized terms used herein. Please consult your Financial Advisor or call UBS Alternative Investments US for assistance in completing this Investor Application Form. A. Capital Contribution Amount • Indicate the Capital Contribution applied for (which may be accepted in whole or in part by UBSFA). • Provide your Account Number. • Funds must be drawn on an account that corresponds exactly to the name of Undersigned. UBSFA may in its sole and absolute discretion accept as your Capital Contribution an amount less than the Capital Contribution applied for herein. CLEARED FUNDS MUST BE IN YOUR ACCOUNT 5 BUSINESS DAYS PRIOR TO MONTH'S END. B. Investor Information: • Provide the Investor's mailing address exactly as it should appear on the address labels. • Include the Investor's state of residence or principal place of business, if applicable, and Social Security/Tax ID Number. • Provide the Investors email address. C. Accredited Investor Representation: Please read Schedule 1 and check the appropriate box. Generally, an "accredited investor' has a net worth in excess of $1 million for individuals (together with spouse) or total assets in excess of $S million for entities. To calculate net worth, exdude the value of your primary residence, and count as a liability any indebtedness secured by that property in excecc of the fair market value of that property. If you incurred the debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. The Investor must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund, unless otherwise determined by UBSFA. ML281817-MAXWELL CONFIDENTIAL Private and Confidential 2 SDNY_GM_00020460 EFTA_00131080 EFTA01273287 Instructions for Completing Investor Application (continued) D. Qualified Purchaser Representation: Please read Schedule 1 and check the appropriate boxes. Generally, a 'qualified purchaser must be an individual or beneficiary of an IRA- or participant-directed plan or family trust/entity with at least S5 million in qualified investments or an entity with at least S25 million in qualified investments. The Undersigned must certify that he, she or it is both an accredited investor and a qualified purchaser in order to invest in the Fund. E. Benefit Plan Investor Status: Please read carefully and check the appropriate box. F. Controlling Person Status: Please read carefully and check the appropriate box. G. Certification Regarding Initial Public Equity Offerings: Please initial and complete all applicable sections. H. Government Entity Status: Please read carefully and check the appropriate box(es). I. NFA Bylaw 1101 certification Please read carefully and initial the applicable acknowledgement(s). .1. Investor Acknowledgement: Please read the acknowledgements contained in this section carefully, initial the applicable acknowledgements and complete the applicable certification(s). K. Investor Signatures: Please sign. ML281817-MAXWELL Private and Confidential 3 CONFIDENTIAL SDNY_GM_00020461 EFTA_00I 31081 EFTA01273288 Schedule 1 PLEASE REFER TO THE REPRESENTATIONS BELOW IN ORDER TO COMPLETE THE INVESTOR TYPE, ACCREDITED INVESTOR AND QUALIFIED PURCHASER REPRESENTATION QUESTIONS OF THE INVESTOR APPUCATION FORM. ACCREDITED INVESTOR STATUS AND QUALIFIED PURCHASER STATUS The Undersigned must certify that he, she or it is an accredited investor and a qualified purchaser based on the categories listed below. ACCREDITED INVESTOR STATUS I. Individuals, Joint Tenants and IRAs The Undersigned, either individually or together with the Undersigned's spouse, has a net worth* in excess of 11 million. II. Trusts (a) The trust has (i) total assets in excess of S5 million, (ii) it was not formed for the specific purpose of investng in the Fund, and (ii) its investment in the Fund is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Fund; or (b) Each Grantor of the trust has the power to revoke the trust and regain title to the trust assets, and each grantor is an accredited investor; a (c) The trustee of the trust is a 'bank' as defined in Section 3(aX2) of the Securities Act or a savings and loan association or other institution referred to in Section 3(aXS)(A) of the Sectxities Act III. Retirement Flans (a) The plan has total assets in excess of S5 Milian; or (b) Each participant n the plan is an accredited investor; or (c) The plan is partiopant directed, with investment decisions made solely by persons who are accredited investors; or (d) Investment decisiorts for the plan are made by a 'plan fiduciary' as defined in Section 3(21) of ERISA that s a bank, insurance company, registered inverment adviser or savings and loan association N. Corporations, Partnerships, Limited Liability Companies and Other Entities {a) The Undersigned is a corporation, partnersheo, United liability company, Massachusetts or similar business trust, a an organization described in Section 501(cX3) of the Internal Revenue Code of 1986, as amended (the "Code"), not formed for the specific purpose of investing in the Fund, with total assets in excess of $5 million; or N) Each shareholder, partner, or other equity owner of the Undersigned, as the case night be, is an accredited investor; or (0 The Undersigned is a 'bank' as delned in Section 3(3X2) of the Securities Act or a 'savings and loan association' a other institution referred to in Section 3(aX5XA) of the Securities Act, whether acting in its individual or fiduciary capacity; or (d) The Undersigned is a 'broker a dealer' registered pursuant to Section 15 of the Securities Exchange Act; or (e) The Undersigned is an 'insurance company' as defined in Section 2(aX13) of the Securities Act; or (t) The Undersigned is an "investrrent company' registered under the Investment Company Act; or (g) The Undersigned is a 'small business investment company' licensed by the U.S. Small Business Administration under Section (301X0 or (d) of the Small Business Investment Act; or (h) The Undersigned is a • business development company' as defined in Section 2(aX48) of the ►'vestment Company Act or a 'business development company' defined in Section 202(aX22) of the Investment Advisers Act. Note for Accredited Investor Status: • The term net worth means total assets at fair market vNue minus total liabilities. To c.slailate net worth: () exclude the fair market value of your primary residence; (ii) count as a liability any indebtedness secured by that property josxcsss of the fair market value of that property. except that if you incurred that debt on your property within 60 days of subscribing for this investment and did not use those funds to purchase that house, you must include the full value of the debt as part of your liabilities. ML281817-MAXWELL QUAURED PURCHASER STATUS V. Individuals, Joint Tenants and IRAs (as applicable) The Undersigned is a qualified purchaser because he/she (alone, or together with his/her spouse, if investing jointly) owns not less than SS million in investments.• • VI. 'Family" Corporations, "Family Foundations, •Family Endowment, "Family Partnerships, "Family Trusts or other "Family" Entities (a) The Undersigned was not formed for the specific purpose of investing in the Fund; (b) The Undersigned owns not less than S5 million in investments;• • and (c) The Undersigned is owned directly or indirectly by or for (i) two or more natural persons who are (A) related as siblings or spouses (including former spouses), or (B) direct lineal descendants by birth or adoption. (ii) spouses of such persons, (ii) the estates of such persons or (iv) foundations, charitable organizations or trusts established by or for the benefit of such persons. VR Trusts (Other than Trusts that qualify under VI or VIII hereof) (a) The Undersigned was not formed for the specific purpose of investing in the Fund; and (b) The trustee or other authorized person making decisions with respect to the trust, and each Settlor or other person who has contributed asset to the trust, is a person described in V, VI, Val or IX. VIII. Other Entities (a) The Undersigned was not formed for the specific purpose of investing in the Fund; and (b) The Undersigned is an entity, acting for its own account or for the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary base, not less than S25 million in investments.• • CONFIDENTIAL Private and Confidential 4 SDNY_GM_00020462 EFTA (X)131082 EFTA01273289 Schedule 1 (continued) QUALIFIED PURCHASER STATUS (can't!) IX. Entitles that do not qualify under VI-VIII The Undersigned is a qualified purchaser because each beneficial owner of the Investor's securities is a qualified purchaser as descnbed herein. Note: Trusts may not rely on this certification even if all of their beneficiaries are qualified purchasers. X. MI Investors that are Entities (a) The Undersigned is not a 3(c)(1) or 3(cX7) Company; or (b) The Undersigned is a Section 3(c)(1) or 3(0(7) Company but does not have ANY Pre-April 30 Holders; or (c) the Undersigned is a Section 3(cX1) or 3(cX7) Company and has obtained consent to its treatment as a qualified purchaser from all of its ere-April 30 Holders. XL Investors that checked VI or VII may check XI Instead of X The Undersigned has obtained consent to its treatment as a Quaid-led purchaser from all of its trustees, drectOrs or general partners. a Investors that checked X(b) or X(c) must also respond YES or NO to XII Is any direct or indrect beneficial owner of the Undersigned itself a Section 3(cX1) a 3(cX7) Company that controls, is controlled by, a is under common control with the Undersigned? If the Undersigned cannot answer NO to XII because it has a control relationship with a beneficial owner that is itself a Section 3(c)(1) or 3(cX7) Company, the Undersigned may be required to obtain consent from the security holders of such owner. Notes for Qualified Purchaser Status: •• The term 'investments' means any a all (I) securities (as defined n the Securities Act), except for Control Securities unless otherwise included as described below; (2) futures contracts or options thereon held for investment purposes; (3) 005411 commodities held for investment purposes; (4) Swaps and other similar financial contracts entered into for investment purpose; (5) real estate held for irrvestment purposes; and (6) cash and cash equivalents held for investment purposes. ML281817-MAXWELL Control Securities may be included in 'investments' if (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Investment Company Act, (8) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, (C) the issuer of the Control Securities has a dass of securities listed on a designated off-shore securities market under Regulation S under the Securities Act or (0) the issuer of the Control Securities is a private company with shareholders' eouity not less than S50 millon determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements were issued within 16 months of the date of Undersigned's purchase of Interests). NOTE. in determining whether the S5 million or S2S million thresholds are met, investment can be valued at cost or fair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met. CONFIDENTIAL Private and Confidential 5 SDNY_GM_00020463 EFTA _00131083 EFTA01273290 Investor Application Form A. Capital Contribution Applied for: S 2c , 0 00 Mote: Your account will be debited for your Capital Contribution plus the Placement Fee of 2% (which may be waived in limited circumstances). A Placement Fin will be in addition to your Capital Contribution. Please see the investor Acknowledgement section for additional information regarding the Placement Fee. Subscriptions will only be accepted in U.S. Dollars. Account B. Investor Information: SSN/I r..x Mr. Investor Address: Attention (Name:) E-mail; Mrs. C. Ms. MM. (Cures cur may iresileble ) State. pri (1,40:. Widow./ PTigipat Fixed &sinew) Dr. Other Phone: Fax: Accredited Investor Representation Check only one box. By executing this Investor Application, the Undersigned cerffies that he, she, a it (as applicable) has read and understands the instructions to this Investor Application inducing, but not limited to. the instrations to calculate the net worth for accredited Investors; and (i) if a "accredited irWeSta* under Regulation D (generally, net worth in excess of St nation for individuals (together with spouse) or total assets in excess of S5 million for entities) and has calafated net worth as moiled by the iratructions in this Investor Application. Please read Schedule 1 and check one appropriate box below. Note that you must be both an accredited investor and a qualified purchaser in order to invest in the Fund. If investor is an IndwidualARABoint Tenant (with Rights of Survivorship). check here: If investor is a Revocable Trust, check has. O (Ilia or O (gb or O (gc Invests is an irrevocable Trust, check here: ) If Investor is a Participant-Directed Retirement Ran, check here: it Investor is Other Retirement Plan, check here: If Investor is a Corporation, Partnership, Limited Liability Company and Other Entity, check here: O 00a a O (r< O OM CI gibe or O (labor O (lad K (Mao O (Mb or O (Alcor O Ond cr O (tile or O PO or O 01.09 or CI (N)h ML281817-MAXWELL CONFIDENTIAL Private and Confidential 6 SDNY_GM_00020464 EFTA_00131084 EFTA01273291 Investor Application Form (continued) D. Qualified Purchaser Representation: The Undersigned is a 'qualified purchaser' under the trnestrnent Company Act (generally, individuate, beneficiaries of Etaniparticipant-drerted piers, and familyttnst entities must own at least $5 million or more in qualified investments and entities must own and invest at least $25 mdion in qualified investments). The Undersigned must certify that he, she or rt is both an accreted investor and a quailed purchaser in order to invest in the Fund. Please read Schedule 1 and check the appropriate boxes. Trust entitles should read carefully the specific squalled purchaser requirements on Schedule 1, including the requirement (for trusts other than MIS relying on certifications in VI and Vim that both the trustee (or other authorized person making decisions with respect to the bust) and each Senor or other person who has contributed assets to the trust must own at least 55 million in qualfreci investments. The Undersigned's execution of this Investor Application constitutes certification of the Undersigned's status as a 'qualified purchaser. • If Investor is an Individual or IRA- or Participant-Directed Retirement Flan, check here: If Investor is a ▪ amity' Corporation. • Fantle Foundation, • randy" Endowment, ' Family- Partnerships. • Famly- Tests or Other ' Family' Entitles, check here: If investor is a Trust (other than a Trust that qualifies under M or VIII), check here: If :nests is another type of Entity, check here. If Investor is an Entity that does not qualify under WW1 check here: investors that checked X(b) X(c) must also respond YES or NO to tern XII elm O Ma, band c AND 0 Macs 0 Mt' or 0 (10c* or 0 DM O MN and b MID CI 00a or 0 NV or 0 OOO1* 0 NO O 0/114 and b MID O Oa or 0 pOb• or 0 (X)c• or 0 DO O 0>0 MID CI Oge or 0 Mb* or 0 ()c• or 0 CYO an you choded Mb or la above. CHICK YES OR NO BELOW 0 YES or 0 NO E. Benefit Plan Investor Status: Please certify, by checking the appropriate box below, \tether the Investor is or will be described in any of the following categories: (1) an 'employee benefit plan' (as defined in Section 3(3) of ERISA) that is subject to (NSA; (2) a "plan' (as defined in Section 4975(01) of the Code) that is subaect to Section 4975 of the Code; or (3) an entity which is deemed to be a 'benefit plan investor" or to hold "plan assets' under the Plan Assets Rules by reason of scatty investments in such entity by one or more persons described in clause (1) or (2) abase. Examples of the foregoing include, among other things. 'Keogh' plans, other tax-quaified retirement plans, IRAs, certath other types of employee benefit plans (and accounts) and entities that are deem* to hold "plan assets' thereof. iii Check one 0 YES or NO F. Controlling Person Status: ',ease certify, by checking the appropriate box below, *tether the Investor is or will be described in any of the following categories: (0 a person oe entity that has discretnary authority or control with respect to the assets of the Fund; (N a person or entity that provides investment advice for a tee trect or incrirett) with respect to the assets of the Fund; or (IN an 'affiliate' of a person or entity described in cause (Dort above. For purposes of this representation, an 'affiliate of a person or entity includes any person or entity controling, controlled by or under common control with the person or entity, inducing by reason of having the power to exercise a controing Influence over the management or policies of the persona entity. Check one: 0 YES or /NO ML28181 7 -MAXWELL CONFIDENTIAL Private and Confidential 7 SONY_GM_00020465 EFTA_00131085 EFTA01273292 Investor Application Form (continued) G. Certification Regarding India/ Public Equety OH« IngS: i s b ("L . Ruh S130 'Restricted ~ tr o. ' . .'r<iurge ins, etc ogi e: erkke: in %h. ~ M44 d lac Tørdsabli =apt: 4 419~ lie well Iferisactom . • nee« ISOM the appeepelet• Staallii :nt ..;.44•4044.4..4• , taet. (toe. WIWP44.44 Wks* 4....., ersfrep :0 fr et a `44...ficeisreci .5 • . . : . tiporyben esertn•iffr 'rs.fit V arr 44,4:1, sir.:,• eØ t.^. fry X4O:r '..4.ni• tanefeclal leered r. es icideetrea Rev ensue es bay el itee tealeary _ a. .4 , 4•:•.: ^4.41fre !--,' Iv Gfrfr ne free Ma' .,_ b .fr" 49 .fr. 4?•t!Zr Q4.49.4 frarfrr 4%.4.4:44 I.414.` A) .1444:444 . 1• , ',11.4 .1.4f404. WS O. 01?* 4.0A4Ard &free ..."eake :...ders si • ern. a ii mt: C.1411 4 ri• awn: 5 eiNeiCeci - Me millImeer cianfil 0 it... - rbeAteen C Zn .,443./if ,r04.1" , -t. 0, •00.0” a- bound, c• A 40fra . ^ . 140 i" Mcm PI' 0 ' m589 e s 8---edif :4041. N al • •-.2.4r44 &talk (»Pe'. hhask: Nereid. 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Met car; 0,40e• mri.T555 2S% p. hcrf.C1 tkeh.:, *perk" haepany yte. e. wee- mho • 4t)pør 411,1 ▪ 0.0‘f “tod It 4 1k3 r 4 , 41•ShNeflerkelInah A, ', ken alit Fer.i saf•Dr al a akSC- NR n 0. ••• mien • am. ahte •D's v.% Irvin fa. 0,0.411. :0 Len prop. gatene ac.zhnt ..eitel t ktefitut 04- 4•141.4 4t corn44,4 Vat G. «Mr 44.."4 444:, al V the gX444,.. .4, -1. 'fli•Titi cc Tucce..' ezede cim • ;Mel tenon r ?coign rn a -5' altlertlk3 kthOn" ."• • • .••• C'tW n-cie For Entioe~l you 1~1 *ay 04 hens 1.4)~ (ce) eficive. you may mil be *foible le pertinpetai in *few bea m it you 14441./ on4 of the eatinkooks Meted knekr 'NW knew* twipoont' at the back DI dl. ~Ion Akron" If ah pleat ~ly the tterrehon ~its 11 0vough IC) here ~vein 1(b) h not avakableY NOTE. cesaptione an, na sppikeete fw IMi.wMut r•threkint haunt.. ifidi~ig a toet aktoun4 teal* e• MINA 4440.al6 wMich are treated e inturS person, fa d.å purpos• CONFIDENTIAL Private end Confidential 8 SDNY_GM_00020466 EFTA_00131086 EFTA01273293 Investor Application Form (continued) G. Certification Regarding Initial Public Equity Offerings (contact): Rule 5131 'Covered Persons' (1) Please Initial below if applicable a if the timber is a corporation, partnership, trust or other entity, which apply to any person having a Beneficial hfferest In the Investor The Investor, a any person having a Beneficial Interest in the Investor, is (0 an executive officer or director of a Putfic Company et a Covered No-Pubk Company. or (II) a person recemng Material Support by an executive officer or &ecta of a Pubic Company a a Covered Non•Pubhc Company (any person in 0 or (11a -5131 Covered Person'). (2) If you iritialed statement (1) above. you must name each relevant Pubk Company ander Covered Non-Public Company: (3) If you labeled statement (1) above, please initial the following only if such appricabk PublX Company or Covered Non-Public Company:. (a) is currently a client receiving Investment Banking Services crowded by a FINRA member, or has paid compensation to a FINRA member for Investment Banking Services in the past 12 months; (b) expects to retain a FORA member for Investment Banking Services within the next 3 months; or (c) has entered into an express or impbed obligation. drecdy or indirectly through its executive officers or directors. to retain a I NRA member for the performance of future Investment Banking Services. If you Initialed any of hams (a) through (4 above, you may still be ellgibk to parddpate in 'new issues" if you satisfy one of the exemptions listed under 'New issues Exemptions' et the back of the Subscription Agreement. ff so, please specify the exemption number here (exemption 1(a) is not available): If the Investor has represented that he, she or it is not a 'Restricted Person" or a 'Covered Person', the Investor further represents that he, she or it understands that this certificate expires after one year and agrees promptly to notify the Fund should the account become a 'Restricted Person' or "Covered Perron'. H. Government Entity Status 0) Is the Investor a Government Entity? 13 Yes (i) the Investor is acting as agent representative or nominee for one or more investors, is any of such investors a Government Entity? K Yes tf<do (ID If the answer to question (IC Is 'Yes', please indicate the names of any such investor: ML281817-MAXWELL Private and Confidential 9 CONFIDENTIAL SDNY_GM_00020467 EFTA_00 I 31087 EFTA01273294 Investor Application Form (continued) 1. NFA 8 slaw 1101 CortifiCation (Moan •110614••1940041441. nada IRA as Rsuadaion Mantas. - yvtate aseasnm are Arbil% WI AMA. 40. Y • mosACIA, 6.4u-4144 rot revzsr.• to e• . n ebt a re re ASSOC.We • NIA •• x M Or MOSAViasonit Ma: cA1nOC,A ( Owe, Nene ( Orr' ••.: • ON soca 11, "not <Vita. &lee kat. VW'S* Aatadf/07Me OR AR (gat Entry ImeitOrs: :efe 1/417.7 '7 , t4e riviVet $ a consmorals ANY rs• Oartalr• a-•••••• •ttassn- a Vew a• 'eo- Dr f.;• Me NIA re :0 0, •eworecl <f'! 04r, Ir R▪ isaal nova *Me nos •1••••Sela can, gessially. CALM pirate arnestasent vaiacies sods as tingle ntembirt casapanias and amain fl ied sionneskins ossestisol ov ionlY amosbor% woe *then Amid initial this make awl Wow if appliabia) ' ("Ant. •• • 9ur I at : ^vIV , e• ,t a...1 • loan,.•ens .0, set. tovseel•V's 7.-47 , 4 'att.:. ettlftett: MI% :It 00135,04PITSIANIS •-•Z•othe Sri 'Mufti, :aster .11•41.1 17.731msent, aNS 71.47), :' nat. • a lanr WO 404 VA kW • nonce rata Vie -tar actcnsetta• :2-1' e441M . '414 sao' ; ,90 .rg.trele kis 4 '3 an:1Na 'ice • 1.0t4. slif oitTalain val•Irve ''t • ". arhe'•• 'r ..ate an est aca 7017 sr Otintwal Awssaa A pat whoa are,. • eu • 44 4,2 4es •••• a -070 )10•70710 4.7.7*NFA t -• 'Nicer 1 a canconlatumn W " I termaitsv 2010.04 btt pen a 9 70...e. n. as ••• • •••0010.• Wi• '•'• :4-vet l CAP .7* cart'. pan CZYtee :Per 7. I M010••• 4•7CP1M.7 !Nam. Sasecy A.' id 1974 . Nnine '0.41b SF airy •••17)100. V• )WNW ge ze flow, .IN 7. Cr .1 •ainv• • w*•:• Dec* tee app<4 I •••44ran d'ente L7 .<7.7! lilt C. Maar Mt tin ,{ran rear Pa investor nas atarranaa rim 'flarala .• J / tarlatan PA: nusausr OR tate ea so MA Miabets allot Soso relied so noisy we So OTC • .e.yeur, •I 44 MO* -t •41:InteaCY POO ng ',wow •••••••71.1bele worse pot 14 • " 0777. 1 .• NSA m9111404..7 ere: r•C Mr "4 DIOS :le •'40• ly e. *am w levralu• aIn Verc.IK• "pall. I laiplefel aOrnevall .u o °Weed. Ze.777,,My .43, ea:•at Isthses ma•naaan fresthar• YMOCurgla breeq• Y..Ll icee4r. .„,.9t no. "V411 'eat t 411. 9 4• 4 aa'd :410K1 ' ••• Of Ito.. Ma •04Cli,•If Wnbta ao P07.77 0, waplOsAt WrIriagS at9f. v Cora WI 'es '. a? 73 bee:" WI • is CONFIDENTIAL Arran one Coolies. Iv SONY_GM_00020468 EFTA_0013 1088 EFTA01273295 Investor Application Form (continued) 1. Investor Adintewledshesent 'n• ,.•vsenornej .!CA. win, j • 5, ann. ea, we • :11. a Man am ertaraa 24 a 2 4 h/ fifth aiSen Ip 02•COSes :JS Naha tdIgrien * PM . J The Undelnigned terattentl diet S. the or it m e hatted States person' (as such in is definer' in the Cede) kr purposes a U.S. federal income taxation and has provided to UK ..pfd and duly cerepieled Conn V4.9. Or wawa form thereto. signed wider pethiltas a fithlthY by such • p -P r !'; ;On fo Undersigned. th e Unledelgerad Cilrillsos under penethes of WM" that (AI its U.S. taxpayer a• "WC...CC . 0 idereilketion isamber, as it egpesra In the investor Appiation Forth ie this Subscription booklet. is Ube and correct and ill0 it es NOT pawl to backup VatItt#80161, twat.* either Mile CRAMP( th en beau' , lintlt athleg. ha not berm sobbed by the U.S. Internal Revenue. See** l'IRS1 that it is militia to baby tuthholdng as a mutt of • lath to report ea theorist a dividend ... or (3) the Its has notified it thanes no kompn subject to backup withholdena. The UndeSegned YOU natty the Fund within IS days rf any of the above anifeatioin are no long*. raid. Upon aquae by the Fund Uthla. the Undersigned Well proreptly funtob to the Fund said and duly tompithed Foam W.f. Cot tur<ewo lean Memo signed under penalthe el paigury by suds undenignod. Ire nets Ted :as Wt.., confanso a dt fM ciamthon Itly04121 Umbra:de as Canton it 7.7; the: aa. al t wo .florstatass Mei tillidaad le be DIMM.0 Ow !le 4P INS fl ee. ACIIIIKAtet • eau few% ion "a. eiOeet Inc (MOW* .• a. •••••3 : he 000.84.011O3 Nefeltehtt of lot 4 On 'etre:. .Mlatlry Vas SC on be Mee by Ire ArtaTeett Aram IV crodriputs er.atr O&M ONCTOO2Clet l r< hent'uton Adieerant and Ina Odle Agpepenee NV Spent :rat lira moat rerstrata eta. ,..••••• ant 'ett 0: t'ni 49lie..10/ he ..NOttlarte:ebter ft :V: V. reee: -etred a :coy a tag Mtnor&4.t . LS.Ntul .1,0 •-o0eltitlat it. and the tnalcItiln•C •••••• , Thy I ..n0 t Ntlea diathens w • tlanthatuty aid selftgawat amt CC a -Pettis= Tai r .thattner4 Ile f tine naives urrials al urea a nt sang t • ..Ti Pnwrort Air% ate. beta' md. rem •• perments Peen to InelliOn re rad andta Ira "beet Dew* spor wY awn...a iu.. • :<r Ave. togoo.leary . h. S aid 7,1 sthethignet:CCWICIfflt tr. enenthint 009:04 etc OP. Pte*/ ea !C rot Aloft UTAK 1M f -4V aid $112•014 0/ <KAY ion; al.r" and 'egrets, Th softeilnlp anat. pain 4 itecarelse Claf es 74 norther! and May Stet l edni owystn...% gain ales '0 TOkint. Tr Ile eope4r DOOVa0 VO.C.N40 itObalt n are thts tryti.M.Int 1 luld • :r e it derpuo endue:no :LI en nether" c isnd net .roc: tie 'adverted s iwsait (hoc, oiler ttr, 21, vat tea" •••2 '2WiStet> DWI the teMilleti nac' en: 4044 it? :3MS:ell ter TN We both a Sni SIOnt74T2 ,1 'he .1101•14W1 'War swat' /CS IM the: C teat Iti 1M C alp :Coe PAP , . OkA an apps care neteuere 1 n a any 41{..lt W e vogue. reworrKi b:SaISS a Jr MiMbr C If* : tell • !••• itiOChirc, Vtitl:CSUI4Ps Ca .119A eye !hitt era atno..34 thsleecti Jape n nine (CIS anttbul at in anion nu tow the .P ast CiaInt'sfee CU CC 'i t - vier It "44 jet ',NM 5.1? Ot rev • j g 21. t ..ttAt 1r I., z•••• "'s•••••:-.••: '- e .friets red WWI> 'NH the MYttea Stahl A e ner C. ay MOON C; •YOMACIP 0' r t : place al haus, st ithernand cannel suite Inn aft Law. masa :ao C yrer Arafreit. Udine trait moths: punier east e the Iuna 'tte artatiCard ailrewitagef Isat a .i ceman: nee a • re co •••* iota Cirtzution au be .usain • Int sidathipsid math :wean a bake°, Iltour! “OVOINT. I WC eaneanat re Nan: cif nay de *woo es :Pep P send ace t tc.i.natentscm: ;••• 102bY. IC. Inc.; 4CC r4041 we Uninfort .01.C.47:4 ClifttAlICI 111* Nettle.% > Nett* OY Kplaeure thather r. ilarrism 40M and tnG jtcpric4oca me. Ira nem eativithe fee To YAW, Me Jeuletrell mat arm wade -01.010 ant/edit bide .thurtalat Ter uninsured :atoms Vat no haienteril Pet nth ban Sinn*. *1' sull•••••• • hams Aosia erp pecliecpae cpeeeLecere we IppeXPIAAPC A reepisipc c. slacenell IN f :e0/010 4 Oet ryelettot m TWO. T nu" a .11A utivari a Da at. CONFIDENTIAL Private and Cott ficiential SONY_GM_00020469 EFTA_00131089 EFTA01273296 Investor Application Form (continued) Investor Acknowledgement kordedk a. r_tR (AAVC.1 0'. ‘mOrSicrieC g<ARCO' 1,naomplira mAnowicica .het YY at a• amma ea :V ',AC Mt. pin I . tliOn NC•4 tat 13...C.Cali Mint ot. gIrto• 1:iat $ organ4 $$$$MIDIS n.$ flat ifivell .11 eM11. fund K. IrmestOi Si9ratureS: lux at , tn. Owe:eft* .r.:actfig CoMer *1f* 46.4110 Ati0aliOn ; :re 5.oraptca, Mann: ard gise "Mr n atTgrOJIM. *OP ;Ivo wrri A (etieS Joint MAxWPII 1. MOO a rest vrt • • ••• • 3 a • !....n.ire 0 MAKE SURE YOU HAVE COMPLETED ALL APPUCABLE SECTIONS Of THIS INVESTOR APPLICATION FORM. CONFIDENTIAL Private and cm6dendel t1 SDNY_OM_00020470 EFTA_00131090 EFTA01273297 For Financial Advisors All Investor Applications must be submitted on M. to UBS Alternate* Investments US no later than 4 full business days prior to month's end. I. Investor Suitability and NFA Bylaw 1101: With regard to the proposed investment of the aforementioned client In the Fund, I, as financial Advisor to the dient, by signing below, certify that I have: (1) informed the dent of al pertinent facts relating to the ligadity and transferability of the Fund, inckaIng the obligation to maintain sufficient [Parity to meet ongoing capital calls Of the Fund has a capital cal structure) on potentially stun notice and that the Investment may impact the diem's lose liquidity; (2) reasonable grounds to believe (on the basis of 'nfonnation obtained from the dent concerning the client's age, investment objectives. investment experience, income, net worth. financial §tuallat and needs, other investments and any other information known by me, including the attached CAI) that: (a) the lend berg mbecebed for is suitable and appropriate for the client (b) the dent meets at applicable minimum income, net worth, liquid assets and other objective suitability standards; (c) the dent can reasonably benefit (including realizing any intended tax benefit if applicable) from the Fund based on the client's financial position, overall investment objectives and portfolio structure, (d) the dent can bear the economic risks of the investment in the fund; (e) the dent's goals are consistent with the time frame of the investment; and (I) the dent appears to have an understandng of: (i) the fundamental risks of the Fund (including that the client may lose his or her entire investment); 00 the restrictions on the avidity and transferability of the Fund; (6) the background and qualifications of the sponsor(s) and immanent manager(s) of the Fund; and (iv) the tax consequences with respect to an Investment in the Fund; (3) obtained a valid and duly completed Form W-9 or W-8, as applicable, or successor form thereto, signed alder penalties of (*wry by the client and I have properly placed such form on fie pursuant to internal UBS policy; and (4) confirmed, with reasonable due ingery, the clients representations provided in Section I. NFA Bylaw 1101 Certification (if applicable). Regarding Item 2(b) above, in the event that the dent is an entity (such as a trust or partnership) that does not itself meet the mirimurn investment requiements (such as net worth) I have ascertained from the appropriate parties (such as the dent's trustee or general partici that al of the client's beneficial owners meet such requirement. Wil this investment r t in the client holding more than 30% of his net worth as evidenced on till in Alternative Investments? O YES H NO If I assisted the dent In completing any information that is required to be provided by the dent in the Investor Apiece-ion I have done so pursuant to the client's authorization and direction solely based upon information that has been provided to me by the client If I did not assist the dam in competing any information in the Investor Application. I certify that I have reviewed the completed Investor Application Form, and I agree that al the information in connection with the client's investment in the fund that is provided by the client is correct and accurate. 11. Investor Qualification for Offshore Fund offerings only I have reviewed the "Country Cuaifications° appendix to the Memorandum or Subscription Agreement and in any applicable supplement to the Memorandum or stet forth in the instructions on the UBS Intranet and I certify that I have reasonable grounds to believe that the dent isquailed, under the law of its country of residence, as described therein to invest in the Fwd. M. Flnandal Advisor Signature (Please Sign Below): Print Name of Financial Advisor: Financial Advisor Signature:. Date: 63/ f r MIDST BE COMPLETED) Note: if inst , the CA/ Statement that accompanies this form must be dated before or the same day this application is signed. caso Lim # P.acement Fee O % (2%. waivable in lintited drounstancits) (Fee will be charged In addition to Capital CorarlbutIon.) Branch CoderTA ND'vision: Ito I 1155 I PinIVA FInancial Advisors must reconcile the information listed on this Financial Advisor Telephone If: application with the client's account records, including updating the client's not worth, objectives and any other relevant information. Financial Advisor E-mail Add* Pirnitirtnitntielf r signs the following page. CONFIDENTIAL Private and Confidential 13 SIDNY_GM_00020471 EFTA_00131091 EFTA01273298 For Branch Managers IV. Branch Manager Signature I certify that I have reviewed the completed Investor Suitability and Investor Qualifications sections above. tho dent Investor Application Form and CAI, and if applicable, the 'Country Qualifications' appends to the Memorandum a the Subscription Agreement and any applicable supplement thereto a set forth in the instructors on the UBS intranet and I agree, based upon the information known to me, with the Financial Advisor's determination that the Investment being subscribed for is suitable and appropriate for the dient. I agree that if the fluent Advisor assisted the client n completing any information that n rehired to be provided by the client in the Invest« Application. based upon information known to me, that the financial Advisor has done so pusuant to the client's authorization and direction solely based upon information that has been ended to the Financial Advisor by the diem. By signing below, if applicable, I have determined that (1) if the proposed investment is for an Access Peson's (as defined in the Investment Adviser Code of Ethics) employee or employee-related account, my signature evidence my pre-approval of the trade and that (2) the Access Penn's proposed investment a) will not unfairly limit the ability of eligible clients of VBS Financial Services Inc. ('the Firm') to participate in the proposed investment and (b) does resent a d mat I conflict with the interests of the Firm's clients or the rum. s" Print Name of Branch Manager: /e.lie2- Af5702,41 Branch Manager Signature- If the above named - bar& 0.1/4" (MUST BE COMPLETED) t a BS Mold Service IRA, then the Note. tructed, the CAl Statement that accompanies this form Branch Manager, as a result also signs as the custodian of the IRA must be dated before or the same day this application is signed and accepts and agrees to this subscription. PLAaMENI FEE APPROVAL SECTION - THIS SECTION IS ONLY REQUIRED IF A REDUCED PLACEMENT FEE IS CHARGED TO be completed by Complex Director or Complex Admin Manager as Delegate (if necessary) By signing below you have agreed and accepted the reduced placement fee above in section B. If you do not agree to the reduced placement too, pease inform the brand, who is responsible for contacting AI Investor Service. Call Al Investor Services (800) 580-2359 option N1 for questions. Print Name of Complex Director. Comdex Director Signature: Date: (MUST BE CONIIII FTFD) ML281817-MAXWELL Private and Confidential 14 CONFIDENTIAL SDNY_GM_00020472 EFTA 00131092 EFTA01273299 CONFIDENTIAL .---- EFTA,13I093 EFTA01273300 Subscription Agreement The Undersigned ashes to became an investor un the Fund, and to punthare an Interest n the hind upon the tans and condign set forth herein and in the Marc:rend= and the Fund Agreement Accordingly, the Uncle-signed hereby agrees as from I. APPLICATION FOR AN INTEREST (A) The Undemgred agrees to become an investor, and in connection therewith, subscrtes for and arts to paean an Mutest In and to make a Capital Confribudon to the Fund Payment (as defied in Schedule 2) must be received pig to the Closing established by the Fund for the sub:edge:tin. Any placement fee es il &Skim to the ntirthern initial subscription. The fund may very the mirevurn like) subsoiron frcm the tore. (B) The Urn:enigma understands alt agrees that the Fund reserves the right to reject this Atusoipbon for an interest for any reason or no reams, th whale or in pan, and at ary dm@ prior to his, her or its acceptance. t tie stisaiption is rejected. the Payment and any Placement Fee paid by the Underagned, with or without barest, a athicahe, wall be retuned promptly to tie Urehreathed and this irrantOr Application shat have no force or effect. urn acceptance of this Mester Appleation by to Fund, the Undersigned shall become an tweaor in the Fund. Adrrissim of the Uncleared as an wain %a occur ony upon the Closing (C) The Unknigned acknowledges and agrees that, except as may be provided under applicable state securita laws, the Undersired is rot mated to cancel, terminate or revoke this Investor Appeal:en or any agreement cr the power of attorney of the thelenigned hereunder and this Mesta Appleasko and such agreement and power of attorney shell survw any changes in the transaction Documents and instrument trom the description thereof In the Memorandum vetch in the aggregate art not material or which are contemplared by the Memorandum and (4, the subsequent death, disability. incapacity, excepetence, termiratern, bankruptcy, insolvency or desobion (as applicable) of the Undersigned, provided that if the Fund does not accept the Investor App kation on or before the Clang, this Imator Appacadon, at agreements aid the power of attorney of the Undenigned thereunder shaft be canceled and this threpor Appecation wit be retuned to the Undersored. (DI The Undersigned agues to provide MSS& the Fund ander the Placement Arm such addlitha information, documentation enact representations as UBSfA, the Fund andfor the Placement Art may request n order to comply with any pronisen of Sears 1471 through 1474 of the Code and any cadence issued thereunder. The U.MMae understands that such elonnation. Ocarnentabon arab recresematicre may be &closed to the internd Revenue service a Med Tad Partin, as apac:nate, by the Fund. IL REPRESENTATIONS AND COVENANTS The Undmigred makes the foaming reaventabort deciaratons and warranties with the ream that the same be rebid tor in determining the sutability of the Undesired as an iniestor, compliance by the Furd with federal and slate securities taws or the tax status of the Fund Sur reantniations, declaradons. warranties and agreement that sate the dale of Closing and full be deemed to be reaffirmed by the Undersigned at each tine that the Undersigned makes an ackitional Capita Contrbuton to the Furd. The act of making any path adrenal Capita Coranbaion shill be *Mena of such reaffematicn. pknoses only and not with toward diaributip • resting such Inierests in whole or in part. The Undersigned understands and agree that he. the or 4 must bear the economic risk of his, her or its investment for an Indefinite period of tine (suer to bared Iglu of transfer provided in the Furd Agreement) becase among ether rests, the Interest has not been reclaimed under the Searles Act a uncle the watt laws of certain states and, therefore, cannot be read. pledged, assigred or otherwise deposed of unless C is so registered a an therration Iran regal:mon is available The Undersigned understands that the Fund is wax re obligation to feaster the beteg on his, here' it Whet a to asat hrn, her a it incomplyong with my exempt:3n from registration under the Securities Act. He, she or it also urcleestards that sales or triers ol the interest we further restriaed by the Furd Agreement and stare securities (3) The Undimmed has rot reproduced, &pirated or dshwed in whole or in prt and at not reproduce &picas or delver kr whole or in part, the Memoranda the Feed Agreement or this better Application Form to any other person or entity. amp to the Undersigned's profnernal 'dews or as apes* inert/teed or permitted by Unfit (C) The Urelmegned has moved eget Ldy read and undersea is the fund Agreement and the Mettoracken, indang, without are acre, the Sealant of the Memorandum entitled 'Risk Factors' and 'Pocentie Conflicts of tram' and the sections or oroidons uterine, among other things. the organization aid irnestment apecthe and maces of, and the li b and expenses of an investment in the Fund Tee Undesired acknowledges that in making a Scam to subecrIte for an Interest, the Lndersigned ha feted 'Ole& uPon the Memorandum, the Fad Agreement and independent inre49*from made by the Undesired. The Undersigned's inveurnent In the Fund Is consistent with the Mestmem purposes, objectives, and castenow recarevrents and need fog diversification and Wady of the Undersigned. The aggregate amount of al investments of the Undersigned that are ilkpad (fading commitment for and such iwestrnents end taking into account his, her a is investment in the Fund) is reasorabie in relation to the Underegrects net worth (0) the Undersigned has been provided all oppertunity to oboe any addelonal information concerting tie offering of the Interest the And and all other ricernaticn. in each case to the scent the fund and LESFA, a the Maniere Agent, possesses each sienna-ten or can acquit it without unrearable effort or ma and has been given the opportunity to ask stations of, and MISR asters from. UEISFA anceming the terms al orations of the offering and other nutters peruirang to this Irwesanent In making It. Mr or i's decision to purchase the Merest, the Undesired has teed sole& upon his, her or its sun ndeperdert nvestesmors. The Underoared is not myth; or the Fund, MIA a the Riternell Agent, or any other person or entity with respect to the legal, tax and other euncinic coreideratore ineted In his, her or is ireastmero in the Fund. (E) The Undersigned understands at acknowledges that the Underegned must bear the !concert risk of he, her or es inveSttnent n the Fund 10' so long al he, she or it is iwened n the Fund. The Undersigned is aware of the limited wovisiors for tartderablity The Undersigned has ro current reed for liquicity ih hid, he or as nvesurent in the Fund, can afford a complete be of his, her or its invearent in the Fund and can afford to hold his, her a its Interest for an indefinite period of time. (Filly Undersigned acknowledges that: (A) The Unttnigred will rot sell or otherwise ranee the interest without registrarn under the Securities (il The gefering and sale of the interest has rot been At, or an venation therefrom The Undersigned is and wi not be registered under the Act. acquirer; the meats purchased by the Undersigned and s being made In reface upon U.S. federal and mt2t rar,817 imxvvaLstate esenctions for trareereara net invieg a publIcof tering aid the undersigned is an 'aCtedrad (melte" tat defined in Repletion 0); the Fuca will not be registered a an inwstnnent company under the Investrnera Company Act, and the Undersigned is a 'qualified puritheser (as defined trader Section ia)(SI) of the Investment Company Act). The Undersigned represents that, unto otherwise cared d U3SFA. he, she was not formed for the purpose of Mating In the Fund and vie not Invest more than 40% of S. her tote assets rl the Fund. if the Investor was famed for the purpose of investing in the Fund, or more than 40% of its assets MI be invested n the Fund, the Undersigned represent fut each Waled Oster Of the investor be "qualified pacheser"; tra Neither the U.S. Securities and Eichange Commission, the CFTC, nor the seosities commission of other *grey of any state a Other jureakton has renewed, approved or passed upon the merits of this offering, the rarest or the Memorandum the The Member DISgrole, in the case of a nnenter• managed fund, or Ultra, In the case of a nail- merntereanaged fund, with respect to the Fund, is registered as a 'arrerodity pool operate,' with the CFTC. The Fund is mama from regestratica patent to the vernpion under either CRC and 4.1Xay,3), the de minima esswrption, or Rule 4.7, the lite tour oarnpeon, for prineteryaffered commodity pools whose partepants are thread b remain high), sophisdcated investors and non-ti S. persons The Minter Designee a UBSFA a a0Prorate, is required to report amain Information with the CRC on CPOPOR throaty. The Fund may operate es an eeempt corrnicry pool pursuant to the CFTC Campton% set forth above with respect to commodity pools offered and sad solely to (a) naval persons vita re "quailed Mb* persons' under CRC Rde 4. (ax2), incbing, among others. 'quailed purchems,' and (b) nen-taut persons wan are *taw 'Quilled eight persons" under CRC Rile 4.7, inch:dreg "tweed purchasers,' or "accredited bates? (v) The Undasia al is eater a natural person who is a "gaikd eligible person' undo OTC Rule 4.7(42), inducing, arrong others, 'quaffed purchasers; a a nail-natural penal veto is tither (1) a 'qualified eligible person' under CFTC Rule 4.7, inducag "orefled perchaers." or an 'accreted breve," or (2) not retired to be a member of the National hares Assaiaton or be registered with the CRC underact/inCFTC no-action lean, and hi (a) Certain of the Fund's drect or indirect imestmens may be PFICs and/ce CFCs for V.S. Waal income Ire putproat CO) n correction with such InwrsbnentS. various 'areidefemar provisions of the Code could potentially cause the Undersigned to recounts taxable income prior to the Rat or the Undenigrech receipt of distributable proceeds, pay an imam: charge at recasts that an deemed as haring been deferred, at recognize ordinary Income that. but fa the 'ant-dime' provisoes. would have been treated as capital gait and (c) special U.S federal erectile tar reputing requirements and other ruses may app to drect and Indeed investments on FeKs and CFCs. The Undersigned represents and warrants that he, the or it is farrier with and accept all gobble U.S. tax arrierences to Itself, and, If the attestor halm-exempt trust, to such Investas benefciaries, of a deed a thdien investment in a CFC or PFIC under the provisions of the Code lincutling any vonse taxes the may ape/ d the Investor s a private foundation and spade rules that may be aPpicable to beneficiaries of chaitable remainder trusts), and la the or it Is not relying on the Fwd. USSFA. the Placement Agent, a any of their neepecthe alt hates. emptoyers or Dithers, for U.S. tar advice of any kind whatsoever in this a. any other regard. The Undersigned acknowledges tint an invesvret in the Fund may he* the effect of roguing the Undersigned to file income or other tax returns in jurisdchons (including non-U.S. }radicles) In which the Find a an Ineestrant Fund Private and Confidential 15 CONFIDENTIAL SDNV_GM_00020474 EFTA_00131094 EFTA01273301 rit Subscription Agreement (continued) covers property or Conducts a as downed to conduct business, The Fund's R.15 most key we not be nada* pncr b Apes 15 and. accorongey. Me Undersigned will grey need to obtain extensions for the fing of Mt. her a its own tax num. If the Undersigned is an IRA, a qualified retirement plan or other tesexempt entity, it acknowledges and understands that the Fund and an tenement Fund are permitted to make initharnems that wi generate UM To the extent that any such iniesonans generate USA such USTI would now through to the Undesired and the Undesired may be receined to make payments. educing estimated payment, and file an ixome tax Man for any babe year in which it has at. To he at Income tax return. It may te necessary for an lin. a gunned mimment plan or other taxenmpt entity to dean an employer identifr.ation runnier. Since the Fund ad any investment Find are not moulted to avoid venire UB71, taxtharrpt 'nvestors may recognize a sign( ices award of UEM as a resift of an nvestmeM mthe Fund to, accordngy, re strongly urged 53 consult the own tax adman regarding the adrisabity of an investment n the fund. The Undersigned ha had the opartunity to seek independerr. tax adrce in connedicin wilt making des eweiensent. Nether the Fund. tit Fiercernent Agent nor any of that *Hanes amides tax adva r ccnnedicn with this imminent The Uncleared advantages that the tax and regulatory sunrneries raided in the fintsecondum are of an indicate nature *Sy,* not constitute tax a regatacey aches and may a may not be relevant to the Undersigned's personal circumstances (0) The Undersigned ha such knowledge and experierce in financial and business matters that the Undersigned is capable of evaketing the menu aid riNa of the Undersigned's invesement in the Fund and is able to bear such it, and has obtained, In the Undersicarces judgment sufficient nfoneration from the kr/dabs auderized representatives to evaluate the merit and it of such Investment The Underbred has evaluated the rob of inswing in the Fund, understands then art substantial risks of loss incidental to the purthase ce an mutest aid tea determined that the Maw is a suitable ointment for the Undersigned. (t the Undeterred is acquiing the Interest to heeerits men accan, for Investment pagan only and not with a yew toward dstritutirg a rat* the Intefat in whole a in part. (I) The Uraregned understands that incentre Albcattns may aeat n lannive for the mummer of an twestment Fund, and UBSFA only if eatable a cadosed in the Memorandum, to make Imes-teem that we dike or more specurthe than would be the ease n the an* of an 'octave Allocation. CO t ttis kwestment is covered by an agreement under a UBS advisory program between u8S a-4 the Undersisned, the Undersigned acknowledges that If the Undersigned chooses to ma such UBS advisory program, the Undersigned may be Carped higew fees that are applicable to Mesas that are not subject to an athS• ry contract may be required to redeem out of the advisory share class or may be required to watch into a nonadesory share clan. Such actin may result In tax ccrisequaxes and other penalties, aid the Undersigned SAVA consult hie tax DOM« en sit and axe mews before making an nvestrnent in the hod. (10 We Undenigned Understands that by rmessing in the Fund. the hvestcr will bear his. her or its propcetonate that of expenses aid fees a an invest., in tie Fund and, Intently, similar lees. expenses and the incentive Allecation 0 any rivestrrem fund. ally where appficable. 0.) Except a cetcbsed in the Horror *akar fan, the Undersigned Is not a 'Benefit Flan ?mentor' (a such tern is defined in the Man Assets N11:25781(101;irnVEL Pans" in alined in section 343; of MCA) that are seed to the ncludary mainstay provisions d ERISA, C4 'gars" as defined in Section 4975(eX1) of the Code) that are suttees to Section <975 d the Code (racketing an M a Keogh Pler), and (Ii) entities that would be deemed (under Sc Man Asses Rules) to be hair* the assets of such an "erreloyee benefit plan" a 'plan' for purposes of ERISA a Section 4975 of the Code). If the Undersigned has represented is the tweeter Apace:ion Form that it is not and val not be a Benefit flan errestor, and thereafter the Undersigned becomes a Beret It Plan tweeter, than, without IiSirq the remedies agent the um:roped la ib bread'. the Undesigned shal inrredate/y ratify the Fund n *ding as to what per Mager Of it Insets constitute 'plan nab- under the Fein Assets Rules Mensaher, the Undesired snail irentedaley notify the Fund in snag upon any change in the perunethe of Its assets that constitute 'pbn met' under the Plan Asset Wes. lid) a the Undesired is a Benefit Piro Manor, then the Undersigned (and the fidutary (*outing this Sunedain Agreement on beta of the Undersigned) reetesera and wrens to the Fund that has been informed of and inlerstands the tenement obectires and paten at and the investment strategies that may be pursued by, the fund, 0) 5 5 aware d the risks aSS5Ciated with an investment in the Fund ad the fact that the Underbred vAl be unable to redeem its amens and that the Fad may urnpasonly redeem Mee* at oaten tines and wider Obtain orator's a set forth in the Memorandum; (le e artplabe, k Is aware of the prowiera Section 404 d ERISA relating to fduciary duties. antiwar* the requirement for overefirg the nveunientS of a Benefit Plan Hester; Mit ha glen earn:orbit Ordiderad011 to the fact and drournearces relevant to an Investment In the Fund and has detente-red that such invesernern b reascnably designed, WPM Of the Undersireces portfolio of inestmeas, to further the pleases of the Undersigned OS It acquisition of the Interests Is science-exempt 'Prohibited transacting within the meaning of Section 406 of ERMA a Section 4975 of the Cod, Prehthed wider any other snide law to which the undersigned may be subject; 00 es investment In the Rind is perreabe under any and al doorrents, taus. ruin, medlar* endi or spices govening the irrestmers of it assets and soder EFUSA: (iii) it a independent of the Fwd. UBSFA, the ;Lament Agent. and any of their aft hates; hal) it b net relying ard has not reed cn the Fund. ISSEA. the Placement Agent. any affiliate of any the forego.* fee any evaluate+ a ether knee:nem Kiva n respect of the advisability of an irnestment n the Fund in fight of the Undersigned's asset, cash needs, reestment antes or strategy, Gera porno* cerneasititri a plan for riven/ adon 'sate and fix) i UB5 lariat Trust CCIffPanY is the =Pre trustee of the Undersigned. the fiduciary has directed U85 Fiduciary Trust Company to ezedee this Subsaiabn Agrternent and that el of the representations and covenants rack hereunder by to Undesired apply scab to de fiduCary and the Undesired and not to UBS Fiduday Trim Company. the Undersigned is an 2emp:opte benefit plan* (as defined in Section 3(3) of EaiSA) that is not subject to the fiduciary resporabilly rations oil ERISA, a a 'plan' las dined n Section 4975(e)(1) of the Code) tat d rot subject to Section 4975 of the Cale, then the Undesired (and the fiduciary executing this Stbscriptian Agreement on behalf of the Urcleagred) reprint, and warrants to the Fund that: (I) it has been info red of and understands the investment rthatlia and pollees of, and die investment sbetegieS that may be pursed by, the Fut: (IJ it Is aware of the risks anociated with an imestment in tie Fund and the fact that the Undersigned will be unable to redeem as merest and that the hind rnay marches* Interest at certain times and under avian conditions as sat forth in the Memorandum fid it ha given appropriate corsideration to the facts and orturnstnoes relevant to an IlVeSbrent in the Fund and ha determined that such twee:nem is reasonably designed, a part of to Undersigned's ardor* of inveshnents. to rune the purpose of the Undesired: (id its aarastion of the in terests will not result in a prohitited trisection under ay federal, state a local tree that is wbeantiegy simile/ to Section 406 of BMA or Section 4975 of the Code for which an earraion is not notable; ed its divestment in the Fund is penessibee under any and at downents, laws, nda, :orations anaor poldes goreming the investment ol its asset; (N) it Is Independent of the Fund, LSSFA, the Placement Agent. and are d their athletes Wig it a rot eetying and has not retied on the Fund. UBSFA. the Placement Agent or army affiliate of any of the foregoing for any evaluation a other divestment sake in respect of the athisabdity of an investment in tie Fund in fight of the Undenred's asset, ash needs, intleraYert pokier or strategy, overall patio* composition a plan for deenrecation of abet5 and (nil) if UBS Fiduciary That Company a the corporate trustee of the UndeiNgned, the fiduciary ha drecmd UBS Fetwirry Trust Company to execute this SUraiptien Agreemere and that at of the ranseMations and covenants made hereunder by the Undeagred appy sotey to the Malay and the Undersigned and not to UBS Fiduciary True Company. (0)The Undersigned understand that (i) If the Find is noway formed, it has a erred financial and operating history; (ii) No fare or sera agency has passed upon the Interests a made any findings a determination as to the farmers a this investment (iii) The representatons, warrantes. agreement, urattakings and acknowledgment ma* by the Uncleared no this Subscription Agreement will be relied tail by the Fund, UBSFA and the Placement Agent in Mouthing the Undenarects suitatifity as a thrower of an Interest and the Fund's compliance with federal and state seethes laws, and shati swam the Undersigned's admission as an InleVO1; (iv) A Pbcement Fee of 2% of die Capital Cat daub* wi be charged if the Undesired Invest through a brcterage moue, subject to Walser by the flacement Agent r reread circumstances, and that the Placement Fee a in addition to, and vat not reduce, the Undersigned's capita Cant:bud:4 (v) The Placemen Agent's financial ashisces naive compassion from the Placement Agent, Inducing compemaan based sun assets wider management areVor the Fund's investment perkernarce, and a paten of the Plaretrent fee, it ardable; te) If the Furd is a master-feeder SUUCtuft then the information contained is the Memorandum acne to tie investment Fund and its sponsor was obtained bytheFund hem oenain materials finished by the Private and Confidential 16 CONFIDENTIAL SDNY_GM_00020475 EFTA_00131095 EFTA01273302 Subscription Agreement (continued) investment rand and its sponsor. None of Pie Placement Agent. UBSFA or the Fund participated in the preparation tnereof, and none of them mar any representations regaraw, and each of them exprealy &satins ery ,lablity a marabila to any neF101 in the Fed for, such infomeon or any other information relating to the anestment Fund sec forth in the Memorandum. The Undersigned is not Deng offered an inter, in an irmstrnent Fund, will not be an investor in an Invesvrent Fund, ell haw no direct interest in an lineament fund. el have no voting rites in an Investment Fund and will have no standing or wane warst an investment Fund. Pats alines or general partner, investment wises, officers, dream employee. partners a members. NO IfOO510 * -4 rat a sue, Irwestrnent Funds sponsor, is nasPorsibe for the formation or operation of the Fund; (v4 the Fred, UBSFA and the Paternent Agent ham no no& to palmate n the contra management a operations of ary investment Fuld and have no disaelion over the iwesenents made by ary Imestment Fund; and (viii Fa SO brag as he. she or it a Messed in the Fund, and tress otherwise waved by UBSFA, the Undetected must maintain a brokerage moan veth an effete of Ulan designeeed by USW. (p) The Undersigned hes all require poorer. authority and caterity to acquit and hold the merest end to execute, claw and compy with the terms of each of the Instruments required to be executed and dithered by the Unclean/0 in connection ea the Undersigned's subsaiption for the :merest inducing this Sutanipan Aereement. and such execution, deanery and compliance does not walla with, or constitute a default adee, arty instruments goveming the Undersigned, arty law, regulation a order. a arty agreerrero to which the undersigned is a party or by Midi the Undersigned may be bound. E the Jndersiged s an entity, the person executirg and dehering each of suds femme= on behalf of the Uneersithied has all requisite power, authority and capacity to emcee and definer such imamens arid, opal request by the Red or UBSFA, vii turrish to the Fund a true aid correct copy d arty formation documents of the undersigwo, inckding all alattarten3 thereto. (Q) All nkrmarien that die Undersigned ha proved to the Fend UBSFA ce the Statement Agent conceiving the Undersigned, the Underage:Ps status. financial position, ktontedge and experience of fanancia tax rod busies melte, a, h the case of an Undersigned that a an entity, the Ithardedge and experience of financial, tax and tudiness matters of lit person melting the niestment declaim on behalf of such why, is cotton and template a of the date set forth heron. (R) To *awe commence with mthdreerients imposed by the U.S. Treasury Department in Cbadar 230, the Undersigned is hereby Informed that and acknowledges that: (I) any tax advice contained herein in the investor Application Fonn or in the Ifieetorandum Is not intended a written to be used, and cannot be used. fee the purpose of avoiding penalties raider the Code; 00 the advice Is written to support the pecenotion or marketing of the transactions a matters addressed In the memorandum: and Oil) each investor and potential Investo. in the Fund should 54140g advice based on his, her or its particular circumstances from an independent tax advisor. (S} The Undersigned undentarab that the to orequerees of an &vestment in tie Fund depend ron-U.S tai lass will not be wended a applied in such a manner as to deprive On undenigned or tare wafer the tee benefits which he, she a it fright otherwse expect to receive from ha, her er its remanent in the Fund. (T) Notwithstanding any other strewn in this substrata Agreement. he Fund Parties *Aherne the Undersigned and the Undersigned's ornpayle. representable's or oche agents, from and Mw the carinencerent of arty OSOthiens with any such any. to ado:. to ary end al persons without Imitation of any 'rind the tax treatment and tax structure of the fund and any lunation entered into by the dud and as metenals c4 any kind (including tenors or other tax analyser) relating to nett tax teatmex a tax stnxture that are proaded to the Undersigned. molar as such treatment nib( fl an nines to a US. federal a state income or franchise to strategy provided to the Undersigned by tne Fund Fates, except foe any 10-4,114621 klertnying the Fund Parties, any other nests, a (except to the extent relevant to such tax strata a tax anneal any norovdic commercial or financial Morrnation. M The Underared agrees that, at its discretion. the Fund a UBSFA may (directly a through a service provided provide to the an:tanned to the Undersigned's des: reed agents) staternentS. Mat and one: conmunkations relate to the Fund andror Vie Undersigned's investment in the Find in elecooric am such as anal antra peewee protected account sieving on the Furors web ate. in leu of a In edition to sending such otennuncators as had ape We teatime& Please note that e-tha. messages re not wan and may contain compner alas or other defects, may not be Kant* replicated cn other systems, a may be in cepted. deleted a Medved with Snout the knowledge of the sender or the intended reagent the kind aro UBSFA mate no warranties in relation to these matters. Please rote that the Fund and Weak/ resent the right to intercept, Maitre and retain e- mail messages to and from their systems a aerated by applicable law. 1 the Undersigned has any debts tout tie authmteity of an ernal paportedly sera by the turd or UBSFA (Mealy a though a service provided the taloa, ed is required to co tact the Purported weer airrelinely. (V) the urdersigred s rot now and will not be (0 clashed es a panne* a an entity dingeded from its beneficial owner for federal nceme to purposes, 00 a 'grantor trust; ary portion el each a treated as owed by the granted') a other Wang., urdet Sectims 671479 of the Code. a (1) an 'S coma-Aka' within the meanie of Section !3611a) of the Co* a, it the Undersgned is such an • then nave of it. Undersigned's (direct a watt) borefanal owners will here on the date of the Undersigned's ediriseion a thereafter sutstantialy all of the sae of near area a inorrea interest in the Undersigned abributatie to the undersigvarts berm in the Fund and (b) siefaction a the 1001terther irritation described en Treasure regations g1.7704-101)(1)00 s not a Adrenal prate of the use of tris treed arungerrem (W) Except as otherwise permitted by UBSFA In ventng, the Undertone agrees to keep confidential and not reproduce, disclose or distant, any irfarnaton rebtng to the Fund, n WV* Or in part Ina:ling 'Whoat trnitaticn itiormabon diseased to leveler by s financia Attar a (0) use ay such information for .3 own purposes a is am account except in connection wth tf investment in the Fund and except/settee/des required by any ngiAat authority. law a regulation, or by age protest fabsithstanding the foregoing or anything else in the Subscription Agreement to the contrary, the Investor (and each employee, reoresentatra or other agent of the Investor may dadose to sty end all persons. without araution of any kind, the federal income tax Undersigned The Undersigned further uniersords onomin and lox ware of co cis Nod and 00 eves that there ow be no asstrarce that the Ccde or the or its noucti,„„ ro rutoi a dmy kin d Nittztpteli t mAxwej e kcluding Opini:C6 or Other tax inane%) that are provided to the anew relating to such tax treatment and tee Wucture. W. WDEMNIRCATION: POWER Of ATTORNEY; GENERAL (A) The Undersigned agrees to namely and hold hanks: the Fund, tEigrA, eath aficer of the Fund the Paternal Agent, and each of their affiliates. employees and officers and each other Person, if any. who controls. is controlled by, a a under corrnson control with, any of the foregoing, within the meaning of Section 15 of the Securities Act, against any and all loss, Sablity. cam. damage and expense whatsoever (including ar expanses reasoneby incurred in investigating, Monne or defending against ary dam whatsoever) arising an of a based upon (0 any Wee representation a waramy made by the Undesired, a breach or fan by the Urdersigned to amply with any covenant a agree:at made by the Undersigned, it this Stentartal Agreemmt or in any other dthunent furnished by the Undersigned to any of the foregang in connection with this transaction or the inataracy of any informatics) provided by the meta, whether in this knesta Apples/Ian lam a Gehenna. a (N any actor fa securities Lew violaters instituted by the Undersigned wild, finally resolved by lodgment not to have resulted from the 91055 negigence or wilful misconduct of any of the foregoing persons ON The Unciesigned hereby appoints UBSFA as his, her or in true and lawful represmtadve awl attorney, in-fact, in his, her a its rat, place and stead to make. execute, sign, acknowledge, weer to and he: (I) Any certificate, business erten% 'ethos name certificate. a arrendnent thereto, a other insburrem or document of any kind neccoary at desirable to accomplish the business. Pence and niacin of tie fund, cr required by any applicable federal, state, local o' foreign law (II) the rued Agreement on behalf of the Undersigned and any anendment dug approved a traded therein, and (ill) Any and all instruments, certificates and other document which may be deemed necessary a degrade to effect the winding-up and termilledal of the Ana This power of aborrey is irrevocable. Is coupled with an nutrest sufficient in law to appal an item:able power of attorney and is darned to be 10 secure a proprietary Merest of the donee of the power or performance of an Obligation owed to the donee, and sN1 sures and shall not be affected by the stbsequern death, disability, incanpetexy, termination, bankruptcy. iraolvency or dessoluan ai the Undersigned; prodded, however, that this power Of attorney veil *ranee tpon the subethrecn of another Mecca for ala of VW brharAtTen Wobbliest In the Fund or upon the withdrawal of the Undetsigned. The Undersigned hereby wavers any and at defenses eV& may be awiabe to contest, regale **disaffirm the actions of UBSFA taken 'n good fat under such Meer of attorney. (C) If any proem of the Subscription Ageement Is Maid a unenforceable under any eptuneve then such Provision that be deemed inoperative to the extent that it may conflict therewith and shall be deemed modeed to conform to such applicable law. Any provision hereof which may be held invalid or unenforceable under ary appkab'e law shell not elect the earthy a enforceability of ay other provisions hereof, and to this extent, the PrabOto hereof shall be seeable (D) The Undersigned has reviewed the registration nicarements of the Commodity Exchange Act. the CFTC and the Natonal Futures ASSOCiatial appicabk to conenotty pool operators and ciornmodty tudng 'damn and has determined that the Undersigned a n compliance with nth requiernents in respect of its purchase of the Interest hereunder and all other relevant activias. CONFIDENTIAL Private and Confidential 17 SDNY_GM_00020476 EFTA_00131096 EFTA01273303 -.3 Subscription Agreement (continued) IV. TRUSTEE, AGENT. REPRESENTATIVE OR NOMINEE if the Indented is acting as trustee, agent. representative a nominee for, a will en* Into a Swap with a Third Part. the Undersigned wit reify the Fund mat he. she or Nis acting in such calnotY and the Indented undestands and acknonedges that the fermentations, warra reties and agreement made herein are made by the Undersigned (A) with respect to the Undersigenf and al) with respect to the Tied Party. The Uncierkned tether represent and warren that (i) he, sheet he all requisite power and authority from said Mid Patty to atom and perform the oargelion under this Subscripts, Agreement and fa) with respect to a Third Party veering into a Swap: (a) the Iled Party is authorized under its constituent documents and applicable law to emir into the Swap and motel also be so authorized to invest drectly In the Fund, (b) the Third Party has received and renewed a copy of the Memoranda)) and the Fund Agreement; (c) the Third Pity acknoMmiges that the Fund and its aftliaws are not responsible kr the legaity. suharlt a lax come pences of the Swap ad that the Undersigned is not an agent of the Fund; and (d) the Third Party is an .eklba oanuaol CurtiGnant• under the CFTC tees, an •accrecited investor' under Require:on D and a 'qualified purchaser' as defined under Steen Nat5t) of the mwstment Conley Act The Urdersigred agrees to rulemnify the Fund, UBSSA. the Placerrent Agent, and each of their alnates, and their officers and astern for any and all owes, lataitiet damn damages, cost, fees and am/rem Inclucfng legal lees and disbursement) arising in connection with. resting to a Notre from the Urdenignedn eery Into the Swap frcludew such losses, estates, dams, damages, costs, fees and expenses arising an with,relating to a resultna from the Undenigners or the Thad Pants misapasentation or mestaterrat comened here.. a the UnzierSigredn lack of primer atrncreation from the Third Part to enter alto this SubSCPp1011 Agreenwnt or perform the obligators herthander. Wain; herein constitutes an Keener* or statement by the Fund or Placement Agent to et irrester's envy ins the Swap, as to the legality of a Sap ate witablay of a swap for the Undersigned a the Thad Pry V. ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS The hind may request from the Urterscried stich etkitionel information as it may deem necessary to manse tto efigibity of the Undersi;red to et re an merest and may mutt from time to are snack Infemation as It may dean Mastery to determine ;heeled:leyof the Undersigned to bad an Interest of to enable 1.18SFA to detente the Fund's compliance with septa* regulatory requirements or is tax status, and the Ur desist E agrees to provide sixh inktematien as my reamnably be requested The Underegred agrees to noNy the Fund prat* should there be any change in any of the foregone information. Vt. GOVERNING LAW AND DISPUTE RESOLUTION This Investor Application shall be governed by. and construed In accordance with, the laws of the State of New York. The Parties hereby agree that the Parties shell submit all controversies arising among them in connection with the Fond or its businesses or concerning any transaction, dispute a the constructkm performance or broach of this or any other agreement. whether entered into prior to, on or subsequent to the date hereof to arbitration In accordance with the provisions set forth below and understand that arbitration is final and binding on the Parties. Except with respect to seeldng injunctive relief. the Parties are waiving their rights to seek remedies In (own including the right to ley Vitstsing limited than and different from court proceedings. The arbitrators award Is not required to include factual findings or Impel reasoning. and a Partys right to appellee to seek modification of rulings by arbitrators is strictly limited. A panel of arbitrators wit typically Include a minority of arbitrators who were or are affiliated with the securities industry. Coot:pretties shall be determined by arbitration before, and only before, an arbitration panel convened by the NYSE and FINRA. The Parties may also select any other national senates exchange's arbitration forum upon which UtSFA Is legally required to arbitrate the controversy. Such arbitration shall be governed by the rules of the organization convening the penal. Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court having jurisdiction of the Peaty or Parties against whom such sward is rendered. Each Party agrees that the deterrninadon of the arbitrators shall be binding and conclusive upon them. No Party shall bring a putative or certified dass action to arbitration. nor seek to enforce any Pre-dispute arbitration agreement epeinst any Party who has initiated in court a putative dass action; or who Is a member of a putative dass who has not opted out of the class with respect to any claims eacoapassed by the putative class action sinless and until: (A) the dass certification Is detect or (B) the dais is decertified; or (C) the Party is excluded from the dais by the court. The forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any ngMs under this Subscripdoe Agreement except to the extant stated herein W. MISCELLANEOUS Al 'Memnon in re Substripan Agar's'sN be mated conedentiray by the fond, UBSSA end Ow Placement Agent. Itwever. the Fund. MGM a the Henn Agent may present this Sutra/don Pereerrent and the ireorrnaten prattled herein to such panes as deemed addable if Cancelled upon to estabiish that the offer and sale of the Interest is Derma from registration tinder applicable Ian or (fa the information is remeed to be disclosed by the Fund by law a resulaten or is rethare to an au* in wry anon. WA a proceeding to wadi de Fund, U3SFA„ the Pitament Agent or thee Willem is a party a by welch they are a may be bound. In addition. the Fund may share information detained atom wth its attires for busmen purposes, such as et facilitate the sereciw of meccas The fund may share the reformation described abort for business purpose will a non-affiliated Rini Para if the entity b under contact to perform transathon processing, sinking or manuring IrrieStOr secants on beef ci the Fund Thls Stbeniption Agreement may be aecuted three* the use of separate striature pages a in any ruder of counterparts each correarpan than fa al purposes. content ow 'tenement binding on all the Partin notvettrancfng that al Parties do not esecute tne sane counterpart. Memoranda was denied by WS% kom the Private Pacemere Memorandum of an bireSInfent Fund and provided for inlormatcni purposes oat Neither U8SFA rot' it affiliates parkinned in the preparation a the Private Pacement Mernorandirn of the rivesenent fund ra haw they Independently verified the contents thereof. and they make no represertations a women (eapres or menet reaming, a otherwise hive a accept any mpenshaity fa. the accuracy or eandeteness of the contents of the Private necernem Memorandum of the kwestrrent Fund rix for any other sUtemere node a purperted to be made by the imamate Fund or on it bend,. tante and rts affiliates accoreirgly Xdaim all or any lathy whether arsine at tog cr contract that they right otherwise hare in respect of the Private Pager ternoranta of the &mam 3 Investment fund a any such reflect. and bear no 1— — l irittrAltiVtLiiesperslitity to update ary curl sqcnnadors Furthermore, the Investment Fund may amend its Private Platen Memorandum. however, subject to tromplence by the Rod with apoicalle law neither the Fund nor USSFA shall hare any otfigetion to update the Memorandum. M Investment Find and its States do rot endorse and mete no mornmendatios of the Fund and make no representation regarding, and expand/ dsdarn any Wont or resonant:fit to any redeem of the Marmeandum or try informal= set forth herein No twestment Fund it reparable for de fcrmieen a operation the Find. The past Pen:mar= of an Irrnestrrent Fund or the Fund isnot Makatea of Saturn results the eviestment Fund or of to Fund and there can be no guarantee den !NW any twesanent Ft rd or the Fund will achieve comparable result. Thee an be no assurance that an Imestmert Fund or the Fund wi be able to implemere it investment strategy o' achew its awestmers chicanes *NEW ISSUES'. EXEMPTIONS (Not applicable to Individual retirement accounts, inarklual or joint account, UGMA a UTMA accounts that are treated es natural persons for this purpose) 1. ta) The Benefical ntesest of rev:iced persons des rat exited an the aggregate 10% of the UndenIgned a If the Benencial retest of at molded pastors n the Undersigned exceeds in the aggregate 10% the sler)igrgcl but the Wars:gad has instemented anatelueS to reduce the lionencel Interest of ail resulted petals with respect to new issues in he magnate below 10%. CO) The Beneficial Interest of 5131 Covered Persons does not exceed the aggregate 25%d the Undersigned a Beneficial Interest of ei 5131 Covered Persons the Undesired eiceeeds the 25% c/ the Undersgned but the Undersigned has ineremented procedures to reduce Ue fiewittal rarest of ail 5131 Covent Permed with respect to new issues in fm aggregate below 25%. 2. An rent carporry registered under the Investram CertanY 3. A common trust turd that has intestment from ICOO a more amount and does not aril Interest n the fund printrally to dust accents of restricted Perin 4. An Murata company general. separate or Mestmere accent podded that (a) the WOOS.' Is funded by preniurns Ina 1000 or more pokyholders or, Magenta, account the insane company has 1000 or more poky holders and (b) the Methane conpany does not lint the Foie/totem stag premiums are used to fund the account print:rain to reeked persons. or if a general account the insurance convoy does not knit its perky:elders principally to estreted press. S. A Mont waded entity (other then a brokendeder or an affiliate of a token-dealt, where such broke-- dealer is wthorized to engage n the pubic often.; of new issue either nesting gain mater a urderwrker) that is listed on a national securities adage. as traded on the NASDAQ National Market, ▪ it a foreign Muer vitae sonalies meet de quaint:atm amennation criteria for lifting on a national securities exchange or the NASDAQ (alone Market 6. An investmmt company organized under the twos • a foreign Madder provided that the iwestmem company slated on a foreign eaChange a auterieed for sale to the public by a foreign regulatory authority and that no person owning S percent or recce of the Investment a:litany is a restricted person. Art ERISA benefit plan that Oaf it., under Section 401(a) the Code, prodded that such plan if not 'eery by a broker dealer. 8. A state a ntnclpal government benefit plan that a subject to mate art municipal reguaticn. 9. A tarn dentate organisation under Section S0l(cX3) of the Code. IQ A Chtrch plan Leder Section 414(e) of the Code. CONFIDENTIAL Ethane and Confidential 18 SONY _GM_000204 77 EF1'A_00B1097 EFTA01273304 Schedule 2 Defined Terms Used Herein WO) er ac)(7) company Agreement, Beneficial Interest An wiry teat a emceed ban the deflation d 'irriestmeol company' sonde the twestrant Company Act panuant to Saban Ter X4(7) Unroof I h6 tourer Application lam. included the Sasso-mien Agreement and the fonts Amended and Restated Limited Whitey Company Apemen Any economk interest, math as the Ogee to share gains and Sasses This does nld rathele re receipt o' a management a pidonnarce lee fa operating a Coronado Investrnmt Mort a other fan fa acing in a ficaackey capacity. Cu and CAT Statement Cant Account Information Captrel Contribution cPC arc closing Cod* Collative leviestmant Account Control Securities Covered Croke, °catty Covered bonrubfic Company FlitSA A cao tal antribubon in the Find Turas/cc amain; A rineolcd foreign cceporai n. as deft ed in Sector 957 of the Cat The commode, fauns Sarno Canned:on Each date ups vA•ch LIBSEA accept; Few or fronted Capital CattribUlialf The Inertial Reitriut Code of 1996. as mead My hedge fund. irwestrin partransho, marten corpontion or any of ere octane fl eas:ant whale that is engaged Cana* in the puirhice andte sale of secudbes A coliearre imminent accuse dos rM include a family Infest:yea velecn(i.t, a legal entity that is beneficiety awed 100 byname:fete Iambi members) or an BrieStMent alb fie, a gray of trends. reapboaa business associates, a others that pool gob wormy to knelt n stock or other Ia and ant coiedively respectable for mating nvistrant declared. Sepias% of 104IBIS conlIOOd by the tenancy A Prober a dealer. other than a Lemke Banes, BrekeriDealw My Tamped (aft than a Pubic Comparputhidng any of the following the ataxia: Of Coro d E'en SI maim in the la; ftscal armor in bra <lithe Int throe fecal yens and Parehoklers' may of al least SIS radon; of CI) thanholiferF 0014 of alma S30 milicth &Ida Two Year Oparating May a(3)tout Slats and total revenue of at least S75 mien n the taint decal yard n woof the bat thwe deal wars The Employee Retirement Waste Security Aid 1974, as amended, and the nen and reculaniam theeturdes ML281817-MAXVVELL Fisendal Mame PIMA Paid Agreement fund Partits Government Entity fainter ;mined, ate ramify Mem bet Ince/inv. Allocation% Inns rest Investment Adviser; Act Investment Company Mt Investment Banking Services investment Fund Mania Wanda' advent to the Urdenigned Tha Fnarcial tasty Regulatory Authorial. Inc The Falb Amended and Restated Linked Liabity Company Advertent as the same may be arrested from dm* to at 1135FA and its etIOSOIS, fl ees. alien. clteetal, MI:ken and Porapsit Mw state or poliatal abdision of a state. irate:Mg any opener. authoelty.ce nsuumentalty of re state a Nadal vabalacts a pool of assets sponsored a estabished by the stale Ce domed Subdivacon a WY agent', authatty or Instrumentalcy tread, nclutng, tot not finked to a 'dented benefit plan* a derma in sawn 41A) a the Coda t16 US C. 4143. or a gate general Imo, A pm Or program of a garment tatty, and ofiren. :swum, wrofeettes of the gate a ..pkal subarea:in a any agency, authority a Ste ienere.atitr thereof, ring in he cabal capothy The pane Who enabishn the bust and wattles10 such hut An ithaidaall parent motter-iretate or Tather-iblaw, spade, bother a skew. tirother-n-trre a siodelse, son-Wow a Claughtte4n4kw and dalten rot any ore tenon to within the kvfncliial provides material Pact morram-basecl aapereatkan pad web reset 40 ifse Field tones tote anent dsdased in re therramckal a en lineament Fund, as applicable M Sven in thefund freest/ wen Adenas Act of 1910, as arneritd InseSteent Company Act of 1940, as amended indoSes. without bwhatkw. aceng as an andensaa. participating in a wing gat inn afemg for the ewer or cithevene pang n hallways d a pubic alining of the twee; acting of a Ararat Maw C a merger, acrisition a other wrpaate nerprizanon. providng serene arc* Par Ives °, cede- pirate imeninere, park nasty uartactons (Pict) a sinew ii,estheres «otherwise (P acting in furtherance of a wan Wing d the wa r. or saving as pacement agent for the awn An urragnteted imvsmen 'Ain In which the kid may invest. Knee n a fund of fords ed meteefeeder sPicee An 'eth. c the Fund CONFIDENTIAL Private and Confidendal 19 SDNY_GM_00026478 EFTA_00131098 EFTA01273305 Schedule 2 (continued) Investor Application and the application for an merest n the Smcl «luck% in Investor Application form thi Booklet IRA Limited %Sinus Broket. Dealer Material Support mamba. Designee Memorandum NYSE Parties Payment MK Mourne% Agent Merement Agents rinennel A<iker Pliamtnent Pee Plan Assets Rut« PeepApell BO Wady Inekrickce1retirement accoutt Arg broker's*: wham eullicontion to nag* n the secedes tuOneys a lark% tody 1a Ite padese an4 sele CI investment ccespanyAmnata contracts vase« ant erect participlOon (4044" ~no Weedy or Indiana p0Vidn3 n'ON than ?S% Oi a Detail niece-min the pia C./11rd" NV An deeMod to ~de nwitti s4aPet to an kniteciateateriy Member len% In the lame houeelnkt %SEA a 'Quelled ~omen' or me members& the Ford acting by • mangey h interim, in each ute as set tech 9* Fund Agreement Confident:el ^Meg Warta at" c4 tit surd. as NI sne may be upend supplemereed or madded freer Settler tnt Infirm Pnvate rand Public Company ne New York Stook Esthete. Inc The Unatrignrd, %SST& Be likteMett Agent and tro Fad Penn it Sp% knes for an Attest Passim bein investment COmParty, at de(ned n Sedida 1297dt eCØ UK Fared Senecos Inc Regulation D Securities Act Securities /zebrine° Act Snell Bonn e« Investment Act Subscription Agreement Subsaiption Booklet Swap third Party Finarmil 44vicce anplcood by tne Placement ~I INGFA A lee diarged by the ikeernert Agent or 2%d the Gapho. Ctenniarlips il ccertocto n with an investment In the Fund. SLtseC. to warier by the Patenient Agent sen it Finked tins aunt« me Meternese Rio Worn charged h is add n »WS CapitaiContrbion Tro pian resets roods*" in Iced, by me Gopertment of tatce in !hell S. Coded Federal Regi:n in 29 CJ.R. S 2510.3.101, as anmeld. togetht with 3449013W) deter% A duct *temsfedial owlet' of a Sectica 3030) or X0(2)Ccerpary that hea held an interest in the Urderigned on or before Adma 30.19k6 02012 UBS Arundel Services Inc All Rights IteServed. Merrber 51K 11010G-26984201 ubs corn/financieservicesine UBS Financial Services Inc. is a subsidiary ot UBS AG. ke2V1[W7-MAXWELL Undersigned A furd earnpt hem reMseation pinoan to Sectian 3(40/Or X.0(7) of the Investment Company AR AT, =tiny that 4 merino under Seaon 12 d te Secured« Gering* Ad or Ille gene« mean pumunt to Sock° 15(d) dwreof Regulation D snake the Securities Act SecurCtS Act rd 1933. as amended Seams Ca:dungy Ad of 1934, as amended Tee penn who estahrshes the Mgt aid weebutes assets to oath trina Snell Norms Inesymnt Act 04 1958 Tie stbscreSion ~re <entente Neon Ths ~peon bootalesNch 'dudes Um inmost Applicant.. Tarn and the Subscridion Agreement and al exhibits nailed Matto A AY AP. ~el nota Or other derkative ~anent the return from teeth is based In where cc n pan on the ream ot to Fund A third Dail UK Fund Acker. (it. or an intuit. Mentor, in es GØ al investment adviser to the Fund or as =neutrino< ID the Reef. n docketed n tnt krentorantkin meremad sminms unable income. n delaaf a 3-4 rein the mewling otSeutons 511 to 514 of kw Coot The penorn) tiring this ~km App-catcn lam CONFIDENTIAL Private and Confidential 20 SD NY_GM_00020479 EFTA_00131099 EFTA01273306 rrm W-9 Min iwrwrao>e ~art« nr nisa net~ faer.• Sona Request for Taxpayer Identification Number and CertlficatIon Gnee Fonn to the ~ster. Do not ~d to the 1111;„ •41~ i lieS• M 'Ne KOS 1•• ~ni New e ess: rns not ar.• mr , ne tun, GlOseoino ~trell 2 Issa nwerarearato ertet an• .oenere as an Pa+ ~OSS be. air ~ml neletakte inn W•ri nagla bia sa ens . • tsolk" aep r unn na ~rana Ill• 0 a parluelin faseliS Or n ~eiks 3 starecracs Orr~te ~flas ; ~roene ir •••• Sna Ola» otta tilanie ci -røret •ae••• ornés. 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F Irla ~4 4.n nr/ti tron tet nam*. ••• mr harar% tr ~trio 3.• 3Ilana age •i a gatne3 sa Se nurotar r raf j ant Illeaten ~nr Of inggeye knelatan ~Se i . «. i I Certiťacation linna alnialte a Wite't I On^ ^a ' Tne nyange ~in on tret tam rt my oiy~ ~~ Orelecilon nummer lor tem ~bm; kn 3 ~tat to 00 estro to fra: MO 2 am not ~tet to 0•44.42 ~~~g ~ula Ml« eserrot ~ ~ot ~troet of OF 0 ~ not 0~ ^0" 0 OT tne ana lnet F*.i n a StaVal ia& ~lim &toa tO 011e/ut alanflIt• Matt el a haulttOMOOrtall ~~ or tranos, a at hr ‚FIS nat notheo nla ON i C tårn ro unpar atlet a ttaana watalana Sla 3 i eřn • U.S. Cď1r-inentae U s. plenen antlIC 0410.4 aY 4 nr ‚ÅMA ~ph enter0 ths ~hamp inera~ Ml lan an« enďe FATCA reporong on, Dert~otion MttsOeeei YO• ~E Ca» Ote «tem 2 Øa yOU OS tren ~~ Dy thS ~ >tv 433 WernY WaS s 0~LFF ~ 1" 0~9 ourtur yr. nan Fit~ tO ral lø alla« OSP{ On SY ta ~n Fer ~ ~hl Inbralebn Mm 20oM not nør For ~om ott Atna Cal talnatan Of ~00~1 Ot ~0 oroosty. «nattmat of Mot amtntubon• to an ~~~ reir~mlianianant SnN. inCt ~Met t ~ra 0~ ron ~est ano anta. you ~not Inna 32 fl elg ~~~. you mus ~~ your otatta Tik 6Meta ':..re bona Or Daa 3 $ ••—•••• platt - 0 • IS" ~al C Ult p••••• ev_ eir %:/'.ana hrer ayarenr a ris Ptamee• tamta anen wen «an mines/ nnte elt> anene notaer MJM nla • ren •Cal-INT . Fpm lO3S-ClIttcleasatincataa • fru ttettrie3C • Nem %09,t OSS • 444in 10.943 • Fan ~n I Instrucfions ite te Inc ~na enn Ca ůntsi anta ~a ~sto, beat aneataSI arkromthor Yo9 ir.rtn ~ne n ••• e as et Isa» of Form er. nalf "an Wa Nel~i•In ra a renn to fa an nal ta ga est Man aur nat as cirothubc• aner nal ~it ra s0 ~~ MK irana tan datataan enka SOM Otreateen ~res annan arna nier on en ~ir marg ~erm« ~n enyr ~anst ~mor ~n ~mener *SMS Yn re at Inn la Ine bing .aret and ot snl Mao Ir ane a nara Vca' • In nal en anen aen« tele{ SAS »a flinkt KIMT • iorns alinC sasSICCI•tit • OSS SOťi-O SiO4~4CoC•304~tant neerneloretni tn• For ar.; utid >v. st• • o S ~en ~eg • ~Sl Slett to na se ~vet Tet • na a net 1•••• ren Vn• t• m• NO..YIV inn Fet senter se nest to~ napant) Sir Vannene samar On Daa as elanno a•00,2 lene yw s tenk s a. Tusi Ys. an. owssis • Canc 1i lis 8•• sis b nen lo bo ant teler me nu a rot ant le ene anane at I ar ~an am al> e Va ••• • US Si/rotOaYe .a n ØM ai •u S ~kna San ne el spaneY. yø.I. atom tres ot ~mo pros cram et ra ~a na tanna a• Panta nen• tett. • tt tna• a ~n* net atran a Matilelp la a Itaat aftlati 03C•en Oanaliel • tana ne tefta esla ~n ta ties ~is afn) ••• yar e. .ars ran Pre ',MVA noarg • Can Sat at, ø ‚ Ara Sin e". mot ta row ~rart^ ame a ruul teto ta se rna e, Ed*CMS *PA ne Wen traneenta ~enn OSOsto ~Irr ~n ~ar ICOSIS Fonn W-61 ar .2.20 it CONFIDENTIAL S D NY_GM_00020480 EFTA_001 3 1 100 EFTA01273307