EFTA00236793

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