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UBS
UBS Financial Services Inc.
Account Number
Client Eligibility Certification: Initial Public Offerings of Equity
Securities
Account Title
Ghislaine Maxwell
As a distributor of initial public offerings (IPOs), UBS Financial Services Inc. (the Firm) is subject to regulatory requirements that prohibit the
allocation of IPOs of equity securities to accounts owned by certain people. In order for the Firm to determine whether you and all account
holders for joint and other multiple-accounts are eligible to receive allocations of IPOs from the Firm, an authorized signatory for your account
must be able to make the representation in both Section I AND Section II. If you are unable to check the boxes in Section I and Section II, you
will not be eligible to receive IPO allocations from the Firm. In addition, if this Certification form is retumed unsigned or is considered not
completed, you will not be eligible to receive IP0 allocations from the Firm.
For your convenience, all underlined terms are defined on the back of this form.
1.
Financial Industry Regulatory Authority (FINRA) Rule 5130 - Restrictions on the Purchase and Sale of IPO Equity Securities by
Securities Industry Professionals
Restricted Persons: FINRA Rule 5130 generally prohibits a broker dealer from selling an IPO to any account in which a restricted person has a
beneficial interest, unless the restricted person is eligible for an exemption. A restricted person is defined as:
1. An officer, director, general partner, associated person or
c. Has the abaity to control the allocation of the IPO.
employee of a broker dealer (other than a limited business broker
dealer).
S. A finder or any person acting in a fiduciary capacity to the
managing underwriter with respect to the security offered,
2. An agent of a broker dealer (other than a limited business broker
including but not limited to, attomeys, accountants and financial
dealer) engaged in the investment banking or securities business.
consultants.
3. Owners and affiliates of broker dealers (other than a limited
business broker dealer).
4. An immediate family member of 1, 2 or 3 above if the person
referenced in 1, 2 or 3:
a. Materially supoons or receives material suppen from the
immediate family member or
b Is employed, associated with, or owns the broker dealer, or an
affiliate of the broker dealer, selling the security to the
immediate family member; or
6. An individual who has the authority to buy or sell securities for a
bank, savings and loan institution, insurance company,
investment company, investment advisor or (Ankle investment
account.
7. An immediate family member of (5) or (6) above if the person
referenced in (5) or (6) materially suonorts or receives material
groom from the immediate family member.
g
Please check this box if your account is NOT beneficially owned by any restricted person as defined above OR is eligible for an exemption
(see reverse side for exemptions and indicate Exemption Number
).
II. FINRA Rule 5131 • Equity IPO Allocations and Distributions to Executive Officers and Directors of Certain Public and Non-Public
Companies
Restricted Coveted Persons: FINRA Rule 5131 generally prohibits a broker dealer from allocating an IPO under certain circumstances to any
account in which a Covered Person, or someone materially supported by a Covered Person has a beneficial
A Covered Person is defined
as an executive officer or director of a all( comfeagy or a covered non
g Please check this box if your account is NOT henefirially owned by any GuelesLPeczta OR is eligible for an exemption (see reverse side for
exemptions and indicate Exemption Number
).
Certification
As a person(s) duly authorized to represent the account, I (we) certify that all representations in this document are true and correct as of the
date below, and further agree to promptly notify the Firm, in writing, if any of the above information changes or becomes inaccurate or
• ificrlirriplete
. .
Ghislaine
First Name
Last Name
Maxwell
AC-ID (Rev. 10/11)
0104012997 I
Signature
Date
Pi I(MEM
O2011 UBS Financial Services Inc All rights eserved. Member S
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UBS
Explanation of Terms
•
"Beneficial Interest" means any economic interest, such as the
right to share in gains and losses. This does not include the
receipt of a management or performance fee for operating a
collective investment account, or other fees for acting in a
fiduciary capacity
•
"Covered Person" means an executive officer or director of a
public company or a covered non public company.
•
Immediate family member" means an individual's parents,
mother in law or father in law, spouse, brother or sister, brother
in law or sister in law, son in law or daughter in law and children
and any other person to whom the person provides material
support.
•
"Limited business broker-dealer" means any broker-dealer
whose authorization to engage in the securities business is
limited solely to the purchase and sale of investment company/
variable contracts securities and direct participation program
securities.
•
"Material support" means directly or indirectly providing more
than 25% of a person's income in the prior calendar year.
Members of the immediate family member living in the same
household are deemed to be providing each other with material
support
•
"Collective investment account" means any hedge fund,
investment partnership, investment corporation or any other
collective investment vehicle that is engaged primarily in the
purchase and/or sale of securities. A collective investment
account does not include a family investment vehicle (i e., a legal
entity that is beneficially owned solely by immediate family
members) or an investment club (i.e., a group of friends,
neighbors, business associates, or others that pool their money to
invest in stock or other securities and are collectively responsible
for making investment decisions).
•
"Public company" means any company that is registered under
Section 12 of the Securities Exchange Act of 1934 or files period
reports under Section 15(d) thereof. These companies are
commonly know as 'reporting companies.' Public information
about reporting companies is available at the SEC's website,
www.sec.gov.
•
"Covered non public company" means any non public
company satisfying the following criteria! (i) income of at least Si
million in the last fiscal year or in two of the last three fiscal years
and shareholders' equity of at least $15 million; (ii) shareholders'
equity of at least 530 million and a two year operating history; or
(iii) total assets and total revenue of at least 575 million in the
latest fiscal year or in two of the last three fiscal years.
Exemptions from FINRA Rules 5130 and 5131
1. Small Ownership Amount. The heftekithatattSIS of:
a. restricted persons, in the aggregate, do not exceed 10% of
the account (for Rule 5130); and
b. Covered Persons of a particular company, in the aggregate.
do not exceed 25% of the account (for Rule 5131).
2. Mutual Funds. An investment company registered under the
Investment Company Act of 1940.
3
Common Trust Funds. A common trust fund that has
investments from 1000 or more accounts and does not lout
interests in the fund principally to trust accounts of restricted
persons
4. Insurance Company Accounts. A insurance company general.
separate, or investment account provided that (a) the account is
funded by premiums from 1000 or more policyholders or. if a
general account. the insurance company has 1000 or more
policyholders and (b) the insurance company does not limit the
policyholders whose premiums are used to fund the account
principally to restricted persons, or if a general account, the
insurance company does not limit its policyholders principally to
restricted persons.
S. listed Companies. A publicly traded entity (other than a broker
dealer or an affiliate of a broker dealer where such broker dealer
is authorized to engage in the public offering of new issues
either as a selling group member or underwriter) that is listed on
a national securities exchange, is traded on the NASDAQ
National Market, or is a foreign issuer whose securities meet the
quantitative designation criteria for listing on a national securities
exchange or the NASDAQ National Market.
AC-ID (Rev. 10/11)
6
Non-U.S. Mutual Funds. An investment company organized
under the laws of a foreign jurisdiction provided that the
investment company is listed on a foreign exchange or
authorized for sale to the public by a foreign regulatory authority
and that no person owning $ percent or more of the investment
company is a restricted person.
7. Retirement Funds. An ERISA benefits plan that is qualified under
Section 401(a) of the Internal Revenue Code, provided that such
plan is not sponsored solely by a broker dealer.
8. Government Benefits Plans. A state or municipal government
benefits plan that is subject to state and/or municipal regulation.
9. Charitable Organizations. A tax exempt charitable organization
under Section $01(c)(3) of the Internal Revenue Code.
10 Church Plans. A church plan under Section 414(e) of the Internal
Revenue Code.
1
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432011 UBS Financial Services Inc. All rights eserved. Member S PC.
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